U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D. C., 20549
Form 10-SB/A
General Form for Registration of Securities of Small Business Issuers
(Under Section 12(b) or (g) of the Securities Exchange Act of 1934)
ANONYMOUS DATA CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 86-0857752
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4340 South Valley View, Suite 210
Las Vegas, Nevada 89103
(Address of Principal Executive Office) (Zip Code)
(702) 221-0756
( Telephone Number)
Securities To Be Registered Under Section 12(b) of the Act:
Title of each Class Name of each Exchange on which
To Be Registered each Class is to be Registered
None None
Securities To Be Registered Under Section 12(g) of the Act:
Common Stock,
$0.001 Par Value
(Title of Class)
<PAGE>
TABLE OF CONTENTS
Item 1. Description of Business
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors, Executive Officers, Promoters and Control Persons
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Legal Proceedings
Item 9. Market for Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Securities
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements
Item 14. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 15. Financial Statements and Exhibits
<PAGE>
INTRODUCTORY STATEMENT
Anonymous Data Corporation has prepared this Form 10SB on a voluntary
basis to make available reportable information about Anonymous Data
Corporation to existing shareholders and others interested in our
activities.
ITEM 1. DESCRIPTION OF BUSINESS
Overview
Anonymous Data Corporation, a Nevada corporation (the "Company" or
"ADC") formed in November 1996, is a development stage company engaged in
the business of data management using a biometric identification system.
The biometric identification system; (i) archives individual data, such as
medical educational information, for access by registered users through
rapid sorting using scanning of a portion of their anatomy as a
preliminary search method; and, (ii) permits a second method of
identification of individuals volunteering for payment as plasma donors.
Background
We have obtained rights to a method of linking files of archived data
to the anatomy of an individual. This method allows the search function
for records to be more rapid and accurate and re-checked according to the
name of the individual. We have spent $78,000 during 1997 and $189,000
during 1998 toward research and development toward the refinement of our
biometric individual data identification system.
The term BIOMETRIC derives from the words body (BIO) and measurement
(METRIC). The science of biometrics has in recent years developed the
technology to take a reading from a human (such as electronic scan of a
fingerprint, iris scan, facial recognition, palm print, voice sample,
etc). The electronic scan is then matched with to the same biometric
marker for purposes of recognition and verification of identity. The
United States Patent and Trademark Office has issued two U.S. patents to
Dr. James E. Beecham, Chairman of the Company. The Patents, Patent Numbers
U.S. 5,876,926 [PCT/U.S. 98/16435]) and U.S. 5,897,989 [PCT/U.S.
97/08015], pertain to a method, system and apparatus that permit an
individual to submit biologic test specimens for medical testing under
biometric identification. The system then allows for the subsequent
retrieval of test results from a computerized database utilizing the same
biometric personal identification. These Patents have been exclusively
licensed to us from Dr. Beecham. - See "Certain Transactions - License
Agreement."
The patented applications, in non-U.S. territories, will be utilized
for collecting medical specimens in containers labeled by "biometric
index". For example, a biometric index may be obtained from the scan of a
fingerprint and/or the scan of the iris of the eye of the specimen donor.
After testing in a certified laboratory, the test data is stored
electronically under linkage to that same personal biometric index. Access
to such "biometrically" stored information is controlled by the re-scan of
the specimen donor. Since viewing the data requires "unlocking" the
computer file by scanning the same fingerprint and/or eye as was used for
sending the specimen to the lab in the first place, our system provides
the secure protection of the donors sample and limits mistakes that are
sometimes made in the donation process.
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We have developed a plan and are in the process of developing a
method for providing services and products worldwide based on our
exclusive patent licenses. We plan to offer these products as turnkey
systems and also to offer services directly to subscribers domestically
and abroad.
We have installed our first product, utilizing our biometric
identification system, in the Nevada Judicial System. We have four main
systems based upon our identification technology. These systems will be
developed through manufacturing contracts, corporate strategic
partnerships and sublicense agreements with U.S. and foreign governments,
corporations and other organizations.
- Court Mandated Information System. Developed for the benefit of
United States judicial order compliance. The system pre-identifies
an individual whom the court orders to proceed to the laboratory
for drug testing. The laboratory, prior to the standard
identification process such as by drivers license verification,
rechecks the identity by biometric index. This double check is
independent of all laboratory procedures and does not interface or
replace the methods and systems within the laboratory.
Infectious Disease Educational System. Developed for individuals and
social organizations in the United States interested in communicable
disease prevention through voluntary testing and sharing of results
privately with selected persons among the public. A study published in 1998
in the Journal of the American Medical Association demonstrated the
important contribution of education and anonymity in the U.S. for HIV
testing. The study concluded that when people are aware of the disease and
not required to give their name but are offered anonymous HIV testing, they
voluntarily test more than 1 year earlier and enter medical care earlier.
Most U.S. states are now required to permit anonymous HIV testing.
In the foreign markets we plan to offer turnkey computerized
systems for nationwide medical testing and data management. One
use would be by foreign government officials to monitor child
bearing age women and their HIV test results. By re-scanning
their biometric index when they arrive at the maternity ward to
deliver, HIV positive women can be given AZT, which in 80% of
cases protects their baby from HIV infection.
- - Plasma Industry System. Developed for use in U.S. plasma centers to
prevent the paid donor from violating regulations that forbid donation more
frequently than 48 hours. By registering the biometric index of the donor
in one center and providing the data to other centers, a paid donor, even
giving a false name, can be prevented from creating the health risk of
donating plasma for money several times in one day at multiple centers in
one city.
- - Medical Data Privacy/Genetics Data Security System. Developed for U.S.
health care organizations and individuals interested in verifying and
safeguarding their sensitive medical testing data such as genetic testing
results. In particular where such genetic studies identify predisposition
to disease or can predict future disease and thus if disclosed to
unauthorized parties affect insurability of the individual tested and their
family. Developed to allow those who wish to seek testing directly from a
laboratory to identify their specimens and test results while maintaining
privacy.
<PAGE>
The primary product lines listed above each utilize a proprietary
apparatus as disclosed in the licensed patents to be used in archiving
medical information for educational purposes. Data retrieval via
computerized stored data or from a 2-D bar code encryption is linked to a
re-scanning of the donor for matching biometric identification.
The Company's technology may be utilized in the marketplace for
revenue generation in two areas:
(i) as a seller of hardware components and software for turn-key systems
for large clients and;
(ii) as a provider of services to subscribers directly in certain
localities.
The systems which ADC plans to offer for these 2 business models are:
Court Mandated Data System
As a direct service provider, we have installed a system code named
"ADCNet", which utilizes biometric identification in the Nevada court
jurisdiction. ADCNet is utilized by the judicial system to verify the
identification of an individual ordered by the judge to report to the
laboratory for drug testing. The system matches the identification of the
individual biometricly by matching his/her biometric identification with
the biometric image of the individual who has been ordered by the judge
for testing. We are not involved in the testing or laboratory work up
itself, merely the means by which the test results are confirmed as having
come from the person identified. The standard laboratory procedures are
still followed independently of the biometric system. The affiliated
laboratories are fully inspected and in compliance with all governmental
regulation such as CLIA, OSHA, etc.
Infectious Disease Education System
We have designed a direct service data management system, that can
allow thoughtful persons seeking information and a way to address, for
themselves and their loved ones, personal issues regarding health
information. Understanding how the system works requires an understanding
of the value of information that can allow a person to assess the risk of
the spread of disease when engaged in a relationship. The basic question
is "How and when are these diseases usually transmitted?"
Sexually transmitted diseases are ordinarily transmitted from one
person to another, not from a single sexual contact, but rather only after
repeated contacts over weeks or even months. Thus, even after a
relationship starts, there is an opportunity to prevent the spread of
disease, if a person has the knowledge of the partners' recent testing
results. Our technology provides that information in a convenient and
private manner.
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To use the system as a tested person, you (i) first subscribe
yourself as an individual, (ii) select from a menu of educational data
offered and then (iii) register as having read the data and understood the
process. For convenience, our system is planned to be utilized as a
college campus health service or private community health service located
in storefront type clinics in public places. Our system is planned to
allow a parent to subscribe for an adolescent child. Over the next months
or years, the parent will be able to monitor the compliance of the child
to our education program by going with the child to a computer monitor,
having the adolescent child's fingerprint scanned or iris scanned and
viewing the record of educational sessions with the adolescent child.
In the international market, in circumstances where a sex worker is
the subscribed person (through government mandate in certain
jurisdictions) the authorities can scan the iris of the sex worker's eye
and view that worker's data from the database, which database includes HIV
test results. Where the worker has not continued to be tested periodically
the authorities can arrest or detain the non-compliant worker. Similarly
in circumstances where the authorities provide the system for use of child-
bearing age women the system can be used to identify those pregnant woman
who are HIV positive. By providing AZT to an HIV positive woman during
delivery, the newborn child can be protected from HIV 80% of the time. In
addition, for overseas markets, in compliance with the foreign government
regulations, it is important that the subscriber and the significant other
in a relationship understand our rules for data retention. Our data base
management techniques enhance the medical validity of data in the Golden
Rule database. Each subscriber, in order to maintain data in the active
Golden Rule database, may be required to present a specimen to be tested
at least every four months. If a recent specimen is not provided at one of
the participating, certified laboratories in our system, no older data is
accessible.
Internationally, this testing frequency is designed to be medically
appropriate because in most cases it takes six weeks to several months for
an immuno-competent, recently infected person to make enough antibody to
be detectable. (Some newer tests utilize antigen identification, not
antibody, i.e. a substance such as nucleic acid -DNA or RNA or cell wall
fragments from the organism itself, to detect infection sooner. These
viral bacterial antigen detection tests may be applied in the Golden Rule
system as appropriate). The person with whom the data is shared can have
confidence that the data is valid at least as of the most recent date
tested because they will know that the Golden Rule system imposes a
frequent testing discipline on the subscriber with medical officer review
and comment on test results.
In the international area, the seven diseases for which testing can
be ordered by a physician and data sharing are targeted by our Golden Rule
System are: Human Immunodeficiency Virus or HIV; Gonorrhea; Chlamydia;
Herpes type 2; hepatitis B and C; and Syphilis.
As of the date of this filing, we have received letters of interest
and invitations to demo the system from representatives of the Governments
of Honduras and the Dominican Republic. Similarly the national turn-key
system will be available at the option of the client government to locate,
in public places such as hotel lobbies and selected nightclubs, customers
of sex workers in order to verify the test results of the sex worker in
the field on a 24 hour per day access basis.
Plasma Industry System
In the plasma industry paid donors often falsify their name and try
to donate at several centers in one day to gain multiple payments. Our
DataSecure system offers a means to improve the chances that the high risk
donors or donors attempting to circumvent the system by donating multiple
times prior to the wait period, are accurately linked to the plasma center
computer database and, optionally, remain confidential.
<PAGE>
The DataSecure system for plasma centers permits biometric linkage to
be maintained from start to finish in a two-step process: a) through
biometric label of iris of the prospective donor, and b) in the network of
computers to other blood centers.
An alternative use of our turnkey system is for use in the plasma
industry to screen out donors who carry infections. The DataSecure system
for the plasma industry permits biometric linkage to be maintained for
paid donors to records of their previous donations and testing results.
When one donor tests positive for a condition disqualifying that donor
from donating plasma, the information is entered under the biometric of
that donor. When that donor next appears at any blood donation site in the
computer network, the re-scan of the biometric accesses the record and
enables the blood center personnel to disqualify that donor. This step
prevents unnecessary expense in re-testing and more importantly allows a
subscribing blood industry company to prevent inadvertently drawing the
blood of that donor, who may attempt to falsify identity to gain payment
for tainted blood donation.
Medical Records Privacy/Genetics Data Security System.
Medical records privacy has become a prominent concern of U.S.
national leaders, as demonstrated by President Clinton in his January 1999
State of the Union address in which he promised action on this issue in
1999. Many sensitive medical data are at issue including testing data, in
particular the area of genetic testing. Scientists today are close to
completing the sequencing of all of the human DNA code through an effort
known as the Human Genome project. One early finding is rather surprising.
Each of us has little imperfections in our own DNA code. In fact, experts
say each of us has a minimum of 5 to 20 errors in our DNA sequence.
Some of these errors result in disease or, more precisely, an
increased risk of developing a certain disease. For example, there are
genes now known that predispose to breast cancer, colon cancer, diseases
of the nervous system and over 450 other different diseases. Tests for
many of these genes are either available now or soon to be available.
Unfortunately information of this type, if released to unauthorized
persons, may lead to discrimination. Some unscrupulous health insurers may
use genetic test information to deny insurance to those persons found to
be at risk for certain diseases. Although Congress and some medically
oriented government agencies are drafting legislation to outlaw such
discrimination, it is one form of discrimination that is difficult to
detect or prove.
Our data base of Private Medical test results and Genetic Testing
results is planned to be filed in a unique manner, by fingerprint codes or
iris codes: the fingerprint scan or iris scan of the person who is tested
for genetic markers (the ADC subscriber) and optionally a second
fingerprint code or iris code from the subscriber's doctor. This dual
biometric filing and retrieval method for genetic testing data offers a
subscriber confidence that sensitive test results such as genetic
predisposition to diseases such as breast cancer (BRCA-1 gene) or colon
cancer or diabetes are not accessible by unauthorized individuals or
organizations. Furthermore, the fingerprint scan or iris code module
having a clinic setting presents the appropriate opportunity for genetic
counseling and for education by the physician to the subscriber privately
of the meaning of the results. This allows plans to be made for medical
surveillance for the disease for which the patient has a genetic
predisposition.
<PAGE>
Business Strategy
Our business strategy is to make proposals to interested governments,
large corporations and interest groups domestically and overseas. As
vendor of hardware and software turnkey systems for large clients, the
Company plans to approach those countries where the problems exist for
which the systems offer solutions. In order to provide services to
subscribers directly, the Company plans to research the medical and legal
aspects of its proposed services in each jurisdiction through appropriate
consultation with local officials.
We have received invitations to demonstrate the Infectious Disease
System from representatives of the Governments of Honduras and the
Dominican Republic.
Domestically, we have entered the court mandated individual
identification market via contacts with the Las Vegas family court. Our
plans are to expand within the U.S. judicial national market on a city by
city basis, with presentations of our systems at the Sixth National Court
Technology Conference in Los Angeles in September 1999.
Also, domestically, we plan to enter the Plasma industry through
attendance at the American Blood Resources Association conference in
Washington, D.C. in June 1999, where contacts are desired to establish a
pilot program with a large U.S. plasma industry company.
We hope to expand the system within the U.S. market and abroad
through contracts with medical service providers, insurance companies and
laboratories.
Product Testing
The testing phase for each of the two systems will occur with funding
of pilot projects.
FDA REGULATIONS SPECIFY THAT PRODUCTS AND SOFTWARE USED FOR
EDUCATIONAL PURPOSES ONLY ARE EXEMPT FROM FDA REGULATION. FURTHERMORE
PRODUCTS THAT DO NOT PROVIDE DIAGNOSIS OR TREATMENT ARE EXEMPT AND NOT
CONSIDERED A MEDICAL DEVICE. The initial four product lines qualify for
the exemptions stated above. Future development of U.S. market products in
line with the issued patents and related software programming domestically
will take note of FDA regulations in anticipation of submitting
applications for approval to the FDA as necessary. We have also engaged
the services of C. L. McIntosh and Associates, a prominent consulting firm
in the area of FDA regulatory matters, to assist us in any future FDA
related matters. Field-testing will occur in the venue best suited to each
system, whether in the U.S. or abroad.
Consultants Utilized by the Company
On June 10, 1997 the Company retained the consulting services of Jack
Morrow to assist it in medical laboratory business relations and business
strategy. Jack Morrow is paid at an hourly rate of $75 plus authorized
expenses. The initial term of this agreement was for 12 months and was
renewed for an additional 12 months on June 15, 1998. In addition, Jack
Morrow has been issued 10,000 shares of the Company's Common Stock.
On August 19, 1997 the Company retained the consulting services of
C.L. McIntosh & Associates, Inc. to assist it in a broad range of
consultation on the regulation of medical devices and to assist in all
matters concerning the Food and Drug Administration (FDA). C.L. McIntosh &
Associates, Inc. was paid $1,000 as an initial retainer and is paid at an
hourly rate of $175. The term of this agreement is for 12 months and
automatically renews for additional 12-month periods, with approval from
both the Company and Consultant.
<PAGE>
On August 29, 1997 the Company retained the consulting services of
Sher-Janel T. Todd to assist it in focus group and market research. Sher-
Janel T. Todd was paid at an hourly rate of $50 plus authorized expenses.
The term of this agreement was for 12 months.
On September 2, 1997 the Company retained the consulting services of
Ilene Nikoley to assist it in focus group and market research. Ilene
Nikoley was paid at an hourly rate of $25 plus authorized expenses. The
term of this agreement was for 12 months.
On May 1, 1998 the Company retained the consulting services of Michael
Moore to assist it in computer services to include hardware and software
recommendations and programs. Michael Moore is paid at an hourly rate of
$45 plus a $20 service charge and authorized expenses. The term of this
agreement was for 12 months.
On September 16, 1998 the Company retained the consulting services of
Dave Denney to assist it in computer services to include hardware and
Software recommendations and programs. Dave Denney was issued 10,000
shares of the Company's Common Stock, valued at $.10 per share, as
compensation plus he is also reimbursed for authorized expenses. The term
of this agreement is for 12 months.
On August 16, 1998 the Company retained the consulting services of
William Somers, to assist it in computer services to include hardware and
Software recommendations and programs. William Somers, was issued 10,000
shares of the Company's Common Stock, valued at $.10 per share, as
compensation plus he is also reimbursed for authorized expenses. The term
of this agreement is for 12 months.
Suppliers
Our business strategy has been to combine proprietary technology and
products with "best of class" technology and products and design an
integrated, seamless product that takes advantage of the superior quality
of our components which are Y2K compliant.
Hardware Suppliers- Our products and services are not dependent on
any one supplier of hardware and will use any off-the-shelf IBM compatible
computer available on the market today, i.e.-Compaq, DELL, Gateway, etc.
We do not foresee the acquisition of such equipment as a problem and
supply should not affect our business in any way.
We use cameras designed by IriScan in the majority of our
applications, however, there are several other companies that make similar
cameras, such as OKI corporation of Japan. Fingerprint scanners produced
by UltraScan, Inc. are also under consideration.
Software Suppliers
We primarily use software based on Oracle database products designed
by Dimensia Inc. of Hawaii.
<PAGE>
Sales and Marketing
Initially, the Company, through its officers, directors and key
consultants, plans to start pilot programs in strategic markets with
corporate partners such as Toyota Tsusho and Litton Data Systems and upon
the success of these programs, plans will be to set up Strategic Alliances
with these and other highly visible and well known vendors throughout the
world.
Strategic Alliances
Our success will be dependent in part upon a number of strategic
relationships that we intend to enter into. At present, we have not
established relationships with any particular entity, however, we are in
discussions with several large companies, both locally and internationally.
The amount and timing of resources which future strategic partners devote
to assisting us will not be within our control. There can be no assurance
that strategic partners will perform their obligations as expected or that
any revenue will be derived from strategic arrangements. If any of our
strategic partners breaches or terminates an agreement with us or otherwise
fails to conduct its collaborative activities in a timely manner, the
development, commercialization or marketing of the product which is the
subject of the agreement may be delayed and we may be required to undertake
unforeseen additional responsibilities or to devote additional resources to
development, commercialization or marketing of our products.
The inability to enter into strategic relationships or the failure of
a strategic partner to perform its obligations could have a material
adverse effect on our business, financial condition and results of
operations. There can be no assurance that we will be able to negotiate
acceptable strategic agreements in the future, that the resulting
relationships will be successful or that we will continue to maintain or
develop strategic relationships or to replace strategic partners in the
event any such relationships are terminated. Our failure to maintain any
strategic relationship could materially and adversely affect our business,
financial condition and results of operations. We are currently in
negotiations with IriScan and UltraScan to determine the terms under which
we have access to their respective biometric technology.
Customer Support
In addition to ongoing client prospecting and product demonstrations
through direct sales, a satisfied customer is one of the most cost-
effective sales tools for our systems is a satisfied customer. Our
customers will generally require significant support and training with
respect to our products, particularly in the initial deployment and
implementation stage. We intend to provide support via telephone,
teleconference or on-site visits, and anticipate hiring additional staff
as our customer base grows. Next to product quality and ease of use, we
will always place customer satisfaction and technical support as its
highest marketing priorities. However, we have limited experience with
widespread deployment of products to a diverse customer base, and there
can be no assurance that we will have adequate personnel to provide the
levels of support that our customers may require during initial product
deployment or on an ongoing basis. An inability to provide sufficient
support to our customers could delay or prevent the successful deployment
of our products. Failure to provide adequate support could have an adverse
impact on our reputation and relationship with its customers, could
prevent us from gaining new customers and could have a material adverse
effect on our business, financial condition or results of operations.
<PAGE>
Competition
We compete indirectly with certain companies which utilize biometrics
in related fields, such as Sony Corporation and Lockheed Martin
Corporation, which have biometric systems on the market that are in
current use. Other companies, such as NEC Technologies, have biometric
fingerprint identification systems on the market for physician
identification when accessing computerized patient information rather than
a specific patient file. IriScan Inc. may elect to retain the right to
offer IriScan recognition systems in the medical field either directly or
through vendors other than to us who then may compete with us.
Because we are not a testing laboratory we do not compete with
laboratory companies.
Developing and Changing Market
The market for archiving of medical data management is continually
evolving and is highly dependent upon changes in the regulation arena.
Concern for privacy appears to be a favorable development for us. Changes
in technology and regulatory processes, however, may affect the demand our
products, which in turn may cause existing companies in other product
lines to shift their emphasis to products similar to our services and
products, thus increasing the competition.
Intellectual Property
Two U.S. patents are currently licensed exclusively to us (U.S.
5,876,926 [PCT/ US98/16435] and 5, 897, 989 [PCT/US97/08015]) from our
Chairman, James E. Beecham, MD. The Exclusive Licensee Territorial
Agreement is for the territory of the United States with provisions for
expansion of the licensed territory on a 1st right basis under terms and
conditions relating to payment of patent fees, use of the license and
payment of royalties. These U.S. licenses are exclusive and non-revocable
for the term until May 14, 2008 assuming compliance of the parties with
the terms. Pursuant to the License Agreement, a fee will be paid to Dr.
Beecham in the form of a royalty of three percent (3%) of the first $10
million gross revenues to us from the manufacture, use, sale or operation
of the Products and Services, two percent (2%) of gross revenues which
exceed $10 million but are less than $25 million and one percent (1%) of
gross revenues which exceed $25 million. Dr. Beecham has also agreed to
extend the patent licenses for us for these two U.S. patents for an
additional eight (8) years depending on performance. We consider these
licensed patents to be valuable and of substantial commercial benefit.
We also seek to protect our intellectual property rights by limiting
access to the distribution of our software, documentation and other
proprietary information. In addition, we enter into confidentiality
agreements with our employees and certain customers, vendors and strategic
partners. There can be no assurance that the steps taken by us in this
regard will be adequate to prevent misappropriation of our technology or
that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technologies.
By virtue of his agreement with us, Dr. Beecham is under no
obligation to assign or license to us any additional patents he may
receive beyond the initial two U.S. patents already licensed by us. A
first rights of license provision for additional patents by Dr. Beecham in
the area of medical biometrics is in place in exchange for our promise to
provide funds to underwrite the costs of additional patent filings and
prosecution. There can be no assurance that any patents, federal
trademarks or services marks will be granted, additional patents will be
licensed or that the licensed patents, although issued by the Patent and
Trademark Office, can be defended or will permit substantial protection
for our services or products.
<PAGE>
U.S. Government Approvals
The United States Food and Drug Administration (the "FDA"), is the
most stringent regulatory agency for medical devices and claims and may
have jurisdiction over one or more of our services and products.
Exemptions exist for non-diagnostic and non-treatment data archiving
system. We expect that biometric-based information systems that provide
archival non-diagnostic, non-treatment data, will be exempt. However,
there can be no guarantee that the governmental regulations will not
change in the future. Governmental guidelines for universal and special
precautions for handling infectious disease material do not apply to us
since we are a medical education and data storage, retrieval and
dissemination service. Neither can there be a guarantee that our products
or services can successfully compete with those of other competitors, or
that the protection provided by the U.S. patents licensed by us will be
successful in preventing competitors from offering services or products
similar ours. We further believe that certain of our products and services
may not qualify for exemption without FDA pre-market approval. FDA
approval should be expedited by our plans to utilize consultants familiar
with FDA procedures. There can be no guarantee, however, that these
approvals will be received in an expeditious manner. The overseas markets
vary in regulatory oversight country by country.
Foreign Government Approvals
The Company and its products may be subject to foreign regulation
regarding export restrictions and controls on technology such as that
incorporated into the Company's products. Additional approvals from foreign
regulatory authorities may be required, and there can be no assurance that
the Company will be able to obtain foreign approvals on a timely basis or
at all, or that it will not be required to incur significant costs in
obtaining or maintaining its foreign regulatory approvals. In Europe, the
Company will be required to obtain certifications necessary to enable the
"CE" mark to be affixed to the Company's products in member countries of
the European Union. The CE mark is an international symbol of quality and
complies with applicable European medical device directives. The Company
has not yet obtained this CE certification. Failure to comply with foreign
regulatory requirements could have a material adverse effect on the
Company's business, financial condition and results of operations. In
addition, the increasing demand for biometric systems has exerted pressure
on regulatory bodies worldwide to adopt new standards for such products and
services, generally following extensive investigation of and deliberation
over competing technologies. The delays inherent in this governmental
approval process may cause the cancellation, postponement or rescheduling
of the installation of systems by the Company's customers, which in turn
may have a material adverse effect on the sale of products by the Company
to such customers.
Many countries in which the Company currently intends to operate
either do not currently regulate devices similar to the Company's or have
minimal registration requirements; however, these countries may develop
more extensive regulations in the future that could adversely affect the
Company's ability to market its products in such countries. In addition,
significant costs and requests by regulators for additional information may
be encountered by the Company in its efforts to obtain regulatory
approvals. Any of such events could substantially delay or preclude the
Company from marketing its products in the U.S. or internationally. Failure
to comply with applicable regulatory requirements can result in loss of
previously received approvals and other sanctions and could have a material
adverse effect on the Company's business, prospects, financial condition
and results of operations.
<PAGE>
Additionally, the Company and its agents will be subject to compliance
with the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), which
prohibits the promise or payments of any money, remuneration or other items
of value to foreign government officials, public office holder, political
parties and others with regard to the obtaining or preserving commercial
contracts or orders. The FCPA imposes on SEC reporting companies certain
accounting and internal control requirements, with which the Company
intends to comply, insofar as applicable to the Company. Violation of the
FCPA may result in corporate fines of up to $1,000,000 per offense and
fines and/or imprisonment for convicted corporate officers of up to $10,000
and five years imprisonment. Although the Company will make every effort to
comply with all such statutes and regulations, inadvertent non-compliance
could result in legal actions against the Company and consequent impairment
of its ability to conduct business and these restrictions may hamper the
Company in its marketing efforts abroad.
Risks Associated with International Sales
A number of risks are inherent in international operations and
transactions. International sales and operations may be limited or
disrupted by the imposition of government controls, export license
requirements, political instability, trade restrictions, changes in tariffs
and difficulties in staffing, coordinating and managing international
operations. Additionally, our business, financial condition and results of
operations may be adversely affected by fluctuations in international
currency exchange rates as well as constraints on our ability to maintain
or increase prices. The international nature of our business subjects us
and our representatives, agents and distributors to laws and regulations of
the foreign jurisdictions in which they operate or in which our products
are sold. The regulation of medical devices in a number of such
jurisdictions, particularly in the European Economic Area, continues to
develop and there can be no assurance that new laws or regulations, or new
interpretations of existing laws and regulations, will not have a material
adverse effect on our business, prospects, financial condition and results
of operations. In addition, the laws of certain foreign countries do not
protect our intellectual property rights to the same extent as do the laws
of the U.S. There can be no assurance that we will be able to successfully
further commercialize our current products or successfully commercialize
any future products in any international market.
Risks Associated with Acquisitions
The integration of any acquisitions will require special attention
from management, which may temporarily distract its attention from the day-
to-day business of the Company. Any acquisitions will also require
integration of the Company's product offerings and coordination of research
and development and sales and marketing activities. Furthermore, as a
result of acquisitions, the Company may enter markets in which it has no or
little direct prior experience. There can also be no assurance that the
Company will be able to retain key technical personnel of an acquired
company or recruit new management personnel for the acquired businesses, or
that the Company will, or may in the future, realize any benefits as a
result of such acquisitions. Acquisitions by the Company may result in
potentially dilutive issuances of equity securities, the incurrence of
debt, one-time acquisition charges and amortization expenses related to
goodwill and intangible assets, each of which could be significant and
could materially adversely affect the Company's financial condition and
results of operations. In addition, the Company believes that it may be
required to expand and enhance its financial and management controls,
reporting systems and procedures as it integrates acquisitions. There can
be no assurance that the Company will be able to do so effectively, and
failure to do so when necessary would have a material adverse effect upon
the Company's business, financial condition and results of operations.
<PAGE>
Employees
As of December 31, 1998, we had 4 employees and 10 consultants. All
employees are located at our headquarters in Las Vegas. None of our
employees are subject to any collective bargaining agreement.
Our proposed personnel structure can be divided into three broad
categories: management and professional, administrative, and project
personnel. As in most small companies, the divisions between these three
categories are somewhat indistinct, as employees are engaged in various
functions as projects and work load demands.
We are dependent upon the services of James E. Beecham, MD, Chairman
of the Company, Thomas Yokoyama, President, Robert Nikoley, Chief
Financial Officer, and Karen Cavallaro, Vice President of Public
Relations. Our future success also depends on our ability to attract and
retain other qualified personnel, for which competition is intense. The
loss of Dr. Beecham, Mr. Yokoyama, Mr. Nikoley or Ms. Cavallaro, or our
inability to attract and retain other qualified employees, could have a
material adverse effect on us. See "Management".
Risks Associated with Year 2000 Problem
In less than one year, computer systems and/or software used by many
companies may need to be upgraded to accept four digit entries to
distinguish 21st century dates from 20th century dates. As is the case with
most other companies using computers in their operations, we recognize the
need to ensure that our operations will not be adversely impacted by
software and/or system failures related to such "Year 2000" noncompliance.
Within the past twelve months, we have been upgrading components of our own
internal computer and related information and operational systems and
continues to assess the need for further system redesign and believe we are
taking the appropriate steps to ensure Year 2000 compliance. Based on
information currently available, we believe that the costs associated with
Year 2000 compliance, and the consequences of incomplete or untimely
resolution of the Year 2000 problem, will not have a material adverse
effect on our business, financial condition and results of operations in
any given year.
However, even if our internal systems are not materially affected by
the Year 2000 problem, our business, financial condition and results of
operations could be materially adversely affected through disruption in the
operation of the enterprises with which we interact. We have attempted to
generate a strategy toward Y2K compliance which combines our proprietary
technology and products with "best of class" technology which takes
advantage of the superior quality of components which are Y2K compliant. To
that end, we have obtained a letter from IriScan confirming that their
products are Y2K compliant. There can be no assurance that third party
computer products used by us are Year 2000 compliant. Further, even though
we believe that our current products are Year 2000 compliant, there can be
no assurance that under actual conditions such products will perform as
expected or that future products will be Year 2000 compliant.
<PAGE>
Any failure of our products to be Year 2000 compliant could result in
the loss of or delay in market acceptance of our products and services,
increased service and warranty costs to us or payment of compensatory or
other damages which could have a material adverse effect on our business,
financial condition and results of operations.
Additional Information
We intend to provide an annual report to stockholders, and to make
quarterly reports available for inspection by stockholders. The annual
report will include audited financial statements.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith,
will file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information may be
inspected at public reference facilities of the Commission at Judiciary
Plaza, 450 Fifth Street N.W., Washington D.C. 20549; Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 7
World Trade Center, New York, New York, 10048; and 5670 Wilshire Boulevard,
Los Angeles, California 90036. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. For further
information, the SEC maintains a website that contains reports, proxy and
information statements, and other information regarding reporting companies
at (http://www.sec.gov). We maintain a website at www.adcx.com.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Following discussion should be read in conjunction
with, and is qualified in its entirety by the Financial Statements section
included elsewhere herein.
With the exception of historical matters, the matters discussed herein
are forward-looking statements that involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements
concerning anticipated trends in revenues and net income, the date of
introduction or completion of the Company's products, projections
concerning operations and available cash flow. The Company's actual results
could differ materially from the results discussed in such forward-looking
statements. The following discussion of the Company's financial condition
and results of operations should be read in conjunction with the Company's
financial statements and the related notes thereto appearing elsewhere
herein.
Overview
The Company, which was organized in November 1996, is a Development
Stage Enterprise, engaged in the business of marketing services and
products related to the management of data based on biometric individual
identification. The Company has a limited operating history and has not
generated revenues from the sale of any products. The Company recently
installed its first product in the Las Vegas Family Court system, which we
believe will commence generating revenues by year end 1999. Until the
installation of the system in Las Vegas, the Company's activities have
been limited to the development of prototypes, licensing U.S. patents,
evaluating biometric equipment and analyzing the market conditions for the
proprietary services and products. Consequently, the Company has incurred
the expenses of start-up and patent licensing. Future operating results
will depend on many factors, including the ability of the Company to raise
adequate working capital, demand for the Company's services and products,
the level of competition and the Company's ability to satisfy governmental
regulations and deliver company services and products while maintaining
quality and controlling costs. The Company's financial statements have
been prepared assuming the Company will continue as a going concern.
<PAGE>
Results of Operations
Period from November 15, 1996 (Inception) to December 31, 1998
The first years of existence for the Company achieved three main
goals; The formation of the Company's organization to pursue its business
strategy, development of a production model and achieving the public
company status to assist in funding the Company's objectives.
Revenues. The Company is a development stage enterprise as defined in
Statement of Financial Accounting Standards- No. 7, and has yet to generate
any revenues. The Company is devoting substantially all of its present
efforts to: (1) developing its medical data management products and
systems, (2) developing its market, and (3) obtaining sufficient capital to
commence full operations.
General and Administrative. General and administrative, legal and
consulting expenses for the period from November 15, 1996 to December 31,
1998 were $151,560.
Research and Development. Research and Development expenses were
$86,784 for the period from November 15, 1996 to December 31, 1998.
Net losses for the Company were $158,227 for the year ended December
31, 1998 as compared to net losses of $84,032 for the year ended December
31, 1997, a 47% increase. This increase was the result of increasing
activity and related additional expenses incurred in research and
development and additional administrative expenses associated with being a
development stage enterprise.
Liquidity and Capital Resources
The receipt of funds from Private Placement Offerings and loans
obtained through private sources by the Company are anticipated to offset
the near term cash requirements of the Company. Since inception, the
Company has financed its cash flow requirements through debt financing,
issuance of common stock, and minimal cash balances. As the Company
expands its medical data management activities, it may continue to
experience net negative cash flows from operations, pending receipt of
sales revenues, and will be required to obtain additional financing to
fund operations through common stock offerings and bank borrowings, to the
extent available, or to obtain additional financing to the extent
necessary to augment its working capital.
Over the next twelve months, the Company intends to develop its
revenues by releasing its products under development to its target markets.
However, the Company will continue the research and development of its
products, increase the number of its employees, and expand its facilities
where necessary to meet product development and completion deadlines. The
Company believes, that existing capital and anticipated funds from
operations will not be sufficient to sustain operations and planned
expansion in the next twelve months. Consequently, the Company will seek
additional financing in order to pursue the Company's plan of operations.
It is unknown whether such additional funds will be available or that, if
available, such additional funds will be on terms acceptable to the
Company.
<PAGE>
The Company will be required to seek additional capital in the future
to fund growth and expansion through additional equity or debt financing or
credit facilities. No assurance can be made that such financing would be
available, and if available it may take either the form of debt or equity.
In either case, the financing could have a negative impact on the financial
condition of the Company and its Shareholders.
The Company anticipates that it will incur operating losses in the
next twelve months. The Company's lack of operating history makes
predictions of future operating results difficult to ascertain. The
Company's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets
such as bio-medical. Such risks for the Company include, but are not
limited to, an evolving and unpredictable business model and the
management of growth. To address these risks, the Company must, among
other things, obtain a customer base, implement and successfully execute
its business and marketing strategy, continue to develop and upgrade its
technology and products, provide superior customer services and order
fulfillment, respond to competitive developments, and attract, retain and
motivate qualified personnel. There can be no assurance that the Company
will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on the Company's business prospects,
financial condition and results of operations.
Initial financing is only to provide funds to prove the business
concept, to finish the development of the software, and to install the
first prototype system. Additional funds will be necessary to take the
products to market. The Company hopes to enter into additional funding
arrangements through strategic partnerships, merger, equity offering or
debt offering. Nothing has been secured as of this time.
Costs Associated with Year 2000 Problem
The Company has incurred minimal expenses associated with the Year
2000 Problem. As a result the Company being a Development Stage
Enterprise, the Company's computer equipment is being purchased as Year
2000 compliant, where possible.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's main offices are located at 4340 So. Valley View, Las
Vegas, Nevada. The facility is a leased 2,300 square foot facility utilized
in the following manner: a) administrative offices, b) professional
offices, c) storage, and d) developmental laboratory. These headquarters
are adequate for marketing throughout the United States. The Company
anticipates it may require additional space in the future, but anticipates
no difficulty in obtaining such space in its immediate vicinity at
favorable rates. The Company pays rent at the rate of $2,680.29 per month.
The Company has other tangible property, including computer equipment,
proprietary software and biometric prototype.
<PAGE>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners.
The following table sets forth certain information as of March 31,
1999 with respect to the beneficial ownership of common stock by (i) each
person who to the knowledge of the Company, beneficially owned or had the
right to acquire more than 5% of the Outstanding common stock, (ii) each
director of the Company and (iii) all executive offices and directors of
the Company as a group.
<TABLE>
Name of Beneficial Owner (1) Number Percent
of Shares Of Class
<S> <C> <C>
James E. Beecham, MD 8,000,000 63%
Thomas Yokoyama 1,000,000 8%
Robert Nikoley 300,000 2%
Nikoley Family Ltd. Partnership (3) 100,000 1%
Karen Cavallaro 47,500 0%
William M. Somers, OD 100,000 1%
-------------- ---------
All Directors & Officers as a Group 9,547,500 75%
</TABLE>
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Figures are rounded to the nearest percentage.
(3) Robert Nikoley, Treasurer and Chief Financial Officer of the Company,
is a beneficial owner of this limited partnership.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors will
be elected at the Company's annual meeting of shareholders and serve for
one year or until their successors are elected and qualify. Officers are
elected by the Board and their terms of office are, except to the extent
governed by employment contract, at the discretion of the Board.
<TABLE>
Name Age Title
<S> <C> <C>
James E. Beecham, MD 51 Chairman of the Board
Thomas M. Yokoyama 61 President, Director
Robert Nikoley 59 Treasurer, Chief Financial Officer
Karen Cavallaro 29 Secretary, Vice President of Public
Relations
William M. Somers, OD 53 Director
</TABLE>
<PAGE>
Duties, Responsibilities and Experience
James E. Beecham, MD. Founded Anonymous Data Corporation and as served as
Chairman of the Board since inception in November of 1996. From 1990 to
present Dr. Beecham has been a Physician/Pathologist at Laboratory
Medicine Consultants Laboratories, Inc. Dr. Beecham served as Vice
President of Laboratory Medicine Consultants Laboratories, Inc., a full
service medical laboratory located in Las Vegas, Nevada from its inception
until it's sale in 1997. Dr. Beecham is a member of the Board of Directors
and full partner in Laboratory Medicine Consultants, Ltd., a medical
practice consisting of 12 pathologists located in Las Vegas, Nevada. Dr.
Beecham received his medical degree from the University of Florida School
of Medicine in 1973. He has been engaged in the full time practice of
medicine in the specialty of Pathology since his completion of a residency
at the University of North Carolina and University of Washington in 1978.
Dr. Beecham spends approximately 25% of his time on ADC related
activities.
Thomas M. Yokoyama has served as President and Director of Anonymous Data
Corporation since January, 1999, where Tom currently works full time. From
1993 until January, 1999 Mr. Yokoyama was president of Laser Barcode
Solutions, Inc. He received his undergraduate degree in Banking and
Finance from the University of Hawaii and his MBA from Pepperdine
University in Los Angeles. Mr. Yokoyama worked for IBM Corporation for
over 28 years, working as a Programmer, Marketing Manager, Senior
Instructor, and Senior Advisor in IBM World Trade Headquarters in Tokyo,
Japan. He subsequently joined Symbol Technologies in Tokyo as Senior
Executive Vice President of Olympus-Symbol, a joint venture between
Olympus Camera Company of Japan and Symbol Technologies, Inc. of the
United States.
Robert Nikoley, CPA has served as Treasurer since November, 1998 and Chief
Financial Officer since December 16, 1997 of Anonymous Data Corporation.
From 1994 until present Mr. Nikoley has been owner/manager of Desert
Business Services, an accounting firm. Mr. Nikoley is a graduate of
Mankato State University in Minnesota. Mr. Nikoley is a Certified Public
Accountant and previously was a partner with Deloitte, Haskins & Sells.
Karen Cavallaro has served as Vice President of Public Relations since
July 1, 1998 for Anonymous Data Corporation and corporate Secretary since
November, 1998. From 1997 through 1998 Ms. Cavallaro was a
transcriptionist at Laboratory Medicine Consultants. From 1995 through
1997 Ms. Cavallaro was the office manager for Parks, Ritzlin and Sohn,
Ltd., a medical practice. From 1994 through 1995 Ms. Cavallaro was a
customer service representative with Nevada Environmental Laboratories.
She received her undergraduate degree in Biology from the University of
Nevada, Reno in 1993.
William M. Somers, OD has served as Director of Anonymous Data Corporation
since November, 1998. From 1994 until present William Somers, a Doctor of
Optometry has maintained a full time optometry practice in Las Vegas,
Nevada. He has held numerous committee positions throughout his career
including the Medicare Carrier Advisory Committee, the Nevada chapter of
the American Optometric Association and advisory board committee member and
spokesman for Vistakon (Johnson & Johnson contact lenses). He received his
optometry degree from the Southern California College of Optometry.
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation of the Company's
executive officers and directors during each of the fiscal years since
inception of the Company. The remuneration described in the table does not
include the cost to the Company of benefits furnished to the named
executive officers, including premiums for health insurance and other
benefits provided to such individual that are extended in connection with
the conduct of the Company's business. The value of such benefits cannot be
precisely determined, but the executive officers named below did not
receive other compensation in excess of the lesser of $50,000 or 10% of
such officer's cash compensation.
<TABLE>
Summary Compensation Table
Long Term
Annual Compensation Compensation
Name and Principal Other Annual Restrict
Position Year Salary Bonus Compensation ed Options
Stock
(2)
<S> <C> <C> <C> <C> <C> <C>
James E. Beecham 1996 -0- N/A N/A $27,000 N/A
(1)
James E. Beecham 1997 -0- N/A N/A N/A N/A
James E. Beecham 1998 -0- N/A N/A N/A N/A
Thomas Yokoyama 1998 $3,000 N/A N/A $100,000 N/A
Karen Cavallaro 1998 $31,260 N/A N/A $4,750 N/A
Robert Nikoley 1998 $2,250 N/A N/A $10,000 N/A
William M. Somers 1998 -0- N/A N/A $10,000 N/A
</TABLE>
(1) Beecham also had the right to purchase 6,000,000 shares of restricted
stock in the Company at $.02 per share as the result of his Pre-
Incorporation Agreement with the Company.
(2) Restricted shares issued at a value of $.10 per share.
Compensation of Directors
All directors will be reimbursed for expenses incurred in attending
Board or committee meetings.
Stock Option Plan and Non-Employee Directors' Plan
The following descriptions apply to stock option plans which the
Company has adopted; however, no options have been granted as of this date.
The Company reserved for issuance an aggregate of 1,500,000 shares of
common stock under a Stock Option Plan (the "Stock Option Plan") and Non-
Employee Directors' Plan described below (the "Directors' Plan") which has
been adopted by the Company. These plans are intended to encourage
directors, officers, employees and consultants of the Company to acquire
ownership of common stock. The opportunity so provided is intended to
foster in participants a strong incentive to put forth maximum effort for
the continued success and growth of the Company, to aid in retaining
individuals who put forth such efforts, and to assist in attracting the
best available individuals to the Company in the future.
<PAGE>
Stock Option Plan
Officers (including officers who are members of the Board of
Directors), directors ((other than members of the Stock Option Committee
(the "Committee") to be established to administer the Stock Option Plan and
the Directors' Plan)) and other employees and consultants of the Company
and its subsidiaries (if established) will be eligible to receive options
under the planned Stock Option Plan. The Committee will administer the
Stock Option Plan and will determine those persons to whom options will be
granted, the number of options to be granted, the provisions applicable to
each grant and the time periods during which the options may be exercised.
No options may be granted more than ten years after the date of the
adoption of the Stock Option Plan.
Unless the Committee, in its discretion, determines otherwise, non-
qualified stock options will be granted with an option price equal to the
fair market value of the shares of common stock to which the non-qualified
stock option relates on the date of grant. In no event may the option
price with respect to an incentive stock option granted under the Stock
Option Plan be less than the fair market value of such common stock to
which the incentive stock option relates on the date the incentive stock
option is granted.
Each option granted under the Stock Option Plan will be exercisable
for a term of not more than ten years after the date of grant. Certain
other restrictions will apply in connection with this Plan as to when some
awards may be exercised. In the event of a change of control (as defined
in the Stock Option Plan), the date on which all options outstanding under
the Stock Option Plan may first be exercised will be accelerated.
Generally, all options terminate 90 days after a change of control.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pre-Incorporation Agreement. On the 1st of November, 1996, the Company
entered into an agreement with James Beecham, MD, wherein Beecham agreed
to provide exclusively to the Company an option to enter into a formal
License Agreement. The Pre-Incorporation Agreement provided that James
Beecham would receive 6,000,000 shares of common stock at a price to
Beecham of $0.02 per share to be paid over two years. The agreement
recited that the option was the only asset of the to be formed
corporation.
License Agreement. On May 14 1998, the Company entered into an "Exclusive
Licensee Territorial Agreement" for two U.S. patents relating to medical
biometrics with Dr. James Beecham, Chairman of the Company, in exchange
for future royalties in the amount of three percent (3%) of the first $10
million gross revenues to the Company from the manufacture, use, sale or
operation of the Products and Services, two percent (2%) of gross revenues
which exceed $10 million but are under $25 million and one percent (1%) of
gross revenues which exceed $25 million. A disinterested Company senior
management official approved the agreement which was then ratified by the
Board of Directors. The Company believes the agreement is commercially
reasonable and generally equivalent to what a third party would receive
with no affiliation.
Memorandum of Understanding. In November 1998, the Company signed a
Memorandum of Understanding with Laser Barcode Solutions, Inc. ("LBS"),
wherein LBS agreed to provide the Company with all pertinent contract
terms relating to bar code equipment of interest to the Company. In
addition, LBS will provide bids on bar code equipment to the Company, and
LBS will make available barcode equipment for the Company to purchase at a
price that equally divides the LBS Value Added Reseller discount between
LBS and the Company. Thomas Yokayama, President of the Company, is a
principal of Laser Barcode Solutions, Inc.
<PAGE>
Office Lease Agreement. In November 1998, the Company agreed to sublease
part of its Office Space to Laser Barcode Solutions, Inc. for $500 per
month. The term of the lease is for three (3) years.
ITEM 8. LEGAL PROCEEDINGS
The Company is not presently a party to any litigation, nor to the
knowledge of management is any litigation threatened against the Company,
which would materially affect the Company.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Prior to this filing there has not been a public market for the
Company's common stock, and there can be no assurance that a public market
for the common stock will develop or be sustained after this filing. The
future trading price of the Company's common stock could be subject to
wide fluctuations in response to quarterly variations in operating
results, announcement of technological innovations or new products by the
Company or its competitors, and other events or factors. In addition, in
recent years the stock market has experienced extreme price and volume
fluctuations that have had a substantial effect on the market prices for
many emerging growth companies, which may be unrelated to the operating
performance of the specific companies.
The Company's shares of common stock are not registered with the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as
amended (hereinafter referred to as the "Act"), and with the exception of
certain shares issued pursuant to Regulation D-504, are "restricted
securities." Rule 144 of the Act provides, in essence, that holders of
restricted securities for a period of one year (unless an affiliate of the
Company) may, every three months, sell to a market maker or in ordinary
brokerage transactions an amount equal to one percent of the Company's then
outstanding securities. Affiliates may be required to hold for two years.
Non-affiliates of the Company who hold restricted securities for a period
of two years may sell their securities without regard to volume limitations
or other restriction. A total of 842,450 shares were sold pursuant to Rule
504 and are unrestricted. 11,839,600 shares of the Company's common stock
fall under Rule 144. Sales of shares of common stock under Rule 144 may
have a depressive effect on the future market price of the Company's common
stock, should a public market develop for such stock. Such sales might
also impede future financing by the Company.
Since its inception in 1996, the Company has not paid cash dividends
on its common stock. It is the present policy of the Company not to pay
cash dividends and to retain any future earnings to support the Company's
growth. Any payments of cash dividends in the future will be dependent
upon, among other things, the amount of funds available therefor, the
Company's earnings, financial condition, capital requirements, and other
factors which the Board of Directors deems relevant.
As of March 4, 1999 there were approximately 132 common stock
Shareholders of record.
<PAGE>
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
In March of 1999, the Company completed and closed an exempt private
placement of securities of 842,450 shares of unrestricted common stock,
pursuant to Rule 504, at a price of $1.00 per share for a total of
$842,450.
In the first quarter of 1999, the Company issued 2,902,100 additional
restricted common shares for services at $290,210 or $.10 per share.
ITEM 11. DESCRIPTION OF SECURITIES
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
100,000,000 shares of common stock, $0.001 par value per share, of which
12,682,050 shares were outstanding as of the date of this filing. Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders and have no cumulative voting
rights. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the
holders of shares of common stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's common
stock. There are no conversion rights or redemption or sinking fund
provisions with respect to the common stock. All of the outstanding shares
of common stock are validly issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
25,000,000 shares of preferred stock, $0.001 par value per share, of which
no shares were outstanding as of the date of this filing. The Preferred
Stock may be issued from time to time by the Board of Directors as shares
of one or more classes or series. Subject to the provisions of the
Company's Certificate of Incorporation and limitations imposed by law, the
Board of Directors is expressly authorized to adopt resolutions to issue
the shares, to fix the number of shares and to change the number of shares
constituting any series, and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof,
including dividend rights (including whether dividends are cumulative),
dividend rates, terms of redemption (including sinking fund provisions),
redemption prices, conversion rights and liquidation preferences of the
shares constituting any class or series of the Preferred Stock, in each
case without any further action or vote by the stockholders.
One of the effects of undesignated Preferred Stock may be to enable
the Board of Directors to render more difficult or to discourage an attempt
to obtain control of the Company by means of a tender offer, proxy contest,
merger or otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to the Board
of Director's authority described above may adversely affect the rights of
holders of common stock. For example, Preferred stock issued by the Company
may rank prior to the common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common Stock. Accordingly, the issuance of
shares of preferred stock may discourage bids for the common Stock at a
premium or may otherwise adversely affect the market price of the common
stock.
<PAGE>
The Company has no plans to issue Preferred Stock.
Transfer Agent
The transfer agent for the common stock is Pacific Stock Transfer,
5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751
of the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
<PAGE>
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by
a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
is not entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his or her
official capacity or an action in another capacity while holding his or her
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection
5, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his or her act or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
<PAGE>
ITEM 13. FINANCIAL STATEMENTS
The financial statements of the Company, audited by the Accounting Firm of
Piercy, Bowler, Taylor & Kern, required by Regulation S-X commence on page
1 hereof in response to this Part 13 of this Registration Statement on Form
10SB and are incorporated herein by this reference.
Audited Financial Statements of Anonymous Data Corporation
Independent Auditors' Report 1
Balance Sheet as of December 31, 1998 2
Statements of Operations from inception (November 15, 1996)
to December 31, 1998 3
Statements of Changes in Stockholders' Equity from inception
(November 15, 1996) to December 31, 1998 4
Statements of Cash Flows from inception (November 15, 1996)
to December 31, 1998 5
Notes to Financial Statements 6-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
In our opinion, the financial
Board of Directors statements referred to above
Anonymous Data Corporation present fairly, in all material
Las Vegas, Nevada respects, the financial position of
Anonymous Data Corporation as of
We have audited the balance sheet December 31, 1998, its results of
of Anonymous Data Corporation (a operations and its cash flows for
development stage enterprise) as of the period from inception (November
December 31, 1998, and the related 15, 1996) and for each of the two
statements of operations, years then ended, in conformity
stockholders equity and cash flows with generally accepted accounting
for the period from inception principles.
(November 15, 1996) to December 31,
1996 and for each of the two years The accompanying balance sheet has
then ended. These financial been prepared assuming that the
statements are the responsibility Company will continue as a going
of the Company's management. Our concern. As discussed in Notes 1
responsibility is to express an and 4, the Company's ability to
opinion on these financial commence operations and realize its
statements based on our audit. investments in intangible assets is
dependent upon the successful
We conducted our audit in completion of its equipment and
accordance with generally accepted software development and obtaining
auditing standards. Those standards additional sources of capital.
require that we plan and perform These conditions raise substantial
the audit to obtain reasonable doubt as to the Company's ability
assurance about whether the to continue as a going concern.
financial statements are free of Management's plans in regard to
material misstatement. An audit this matter are described in Notes
includes examining, on a test 1 and 4. The financial statements
basis, evidence supporting the do not include any adjustments that
amounts and disclosures in the might result from the outcome of
financial statements. An audit this uncertainty.
also includes assessing the
accounting principles used and
significant estimates made by
management, as well as evaluating /s/ PIERCY, BOWLER, TAYLOR & KERN
the overall financial statement
presentation. We believe that our January 26, 1999
audit provides a reasonable basis
for our opinion. March 4, 1999, as to Note 7
<PAGE>
<TABLE>
ANONYMOUS DATA CORPORATION
(A Development Stage Enterprise)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
<S> <C>
Current assets:
Cash $ 13,793
Prepaid expense 1,000
---------
14,793
---------
Equipment, including equipment subject to lease purchase
obligation 22,741
Less accumulated depreciation (9,762)
---------
12,979
---------
Other assets:
Unamortized patent costs 60,638
Deferred offering costs 144,000
---------
204,638
---------
$ 232,410
=========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
Accounts payable and accrued expenses $ 7,319
Lease purchase obligation, all current 5,246
------------
12,565
------------
Stockholders' equity:
Common stock, $.001 par, 100,000,000 shares authorized,
9,169,000 issued and outstanding 9,169
Preferred stock, $.001 par, 25,000,000 shares authorized,
none issued and outstanding
Additional paid-in capital 463,135
------------
472,304
Deficit accumulated during development stage (252,459)
-----------
219,845
------------
$ 232,410
============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
ANONYMOUS DATA CORPORATION
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
From
inception
November Year ended December
15, 31,
to
December
31, 1997 1998
1996
<S> <C> <C> <C>
Expenses:
Research and development 200 33,166 53,418
Administrative 10,000 49,116 92,444
Depreciation 1,750 8,012
Interest 4,353
-------- -------- --------
Net loss (10,200) (84,032) (158,227)
======== ======== =========
Loss per share (.002) (.001) (.020)
======== ======== =========
Weighted average number of 6,006,444 7,591,250 7,940,990
shares outstanding ========= ========= =========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
ANONYMOUS DATA CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulate
Additiona Stock d
Common stock l Subscript during
paid-in ion developmen Total
capital receivabl t
e Stage
Shares Par
value
<S> <C> <C> <C> <C> <C> <C>
Common
shares
issued in
1996 to:
Officer for 6,000,000 $6,000 $114,000 $120,000
expenses
Employee 10,000 10 190 200
for
services
Less
founding (105,700) (105,700)
shareholder
stock
Subscriptio
n
receivable
Net loss
for period
from
inception
to ($10,200) (10,200)
December
31, 1996 ----------- ------ -------- --------- --------- --------
Balances, 6,010,000 6,010 114,190 (105,700) (10,200) 4,300
December
31, 1996
Common
shares
issued in
1997 to:
Officer/dir 1,000,000 1,000 19,000 20,000
ector
Employees
for:
Services 225,000 225 4,275 4,500
Cash 175,000 175 3,325 3,500
Consultants 325,000 325 6,175 6,500
for
services
Proceeds
from
founding 68,864 68,864
shareholder
Stock
subscriptio
n
receivable
Net loss (84,032) (84,032)
for 1997 ----------- ------- -------- --------- --------- ---------
Balances, 7,735,000 7,735 146,965 (36,836) (94,232) 23,632
December
31, 1997
Common
shares
issued in
1998 to:
Officer/dir 730,000 730 73,924 74,654
ector for
expenses
Officers 210,000 210 4,790 5,000
and
directors
for
services
Employees 27,500 28 1,722 1,750
for
services
Consultants 373,200 373 142,527 142,900
for
services
Others for 93,300 93 93,207 93,300
cash
Proceeds
from
founding 36,936 36,836
shareholder
Stock
subscriptio
n
receivable
Net loss (158,227) (158,227)
for 1998 --------- ------- -------- --------- ---------- ---------
Balances, 9,169,000 $9,169 $463,135 $0 ($252,459) $219,845
December
31, 1998 ============ ====== ======== ========= ========= =========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
ANONYMOUS DATA CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
From
Inception
November
15, Year ended December
To 31,
December
31,
1996 1997 1998
<S> <C> <C> <C>
Cash Flows from operating activities:
Net loss ($10,200) ($84,032) ($158,227)
Depreciation 1,750 8,012
Expenses primarily by founding
shareholder 200 31,000 40,304
exchange for stock
Change in operating assets:
Increase in prepaid expenses (1,000)
Change in operating liabilities:
Increase in accounts payable and
accrued expenses 7,319
expenses ----------- --------- ----------
Net cash used in operating activities (10,000) (51,282) (103,592)
----------- --------- ----------
Cash flows used in investing activities:
Purchase of equipment (500) (8,249) (8,746)
Payment of patent cost (3,800) (4,748 (52,090)
Payment of deferred offering costs (10,000)
---------- --------- ---------
Net cash used in investing activities (4,300) (12,997) (70,836)
---------- --------- ---------
Cash flows from financing activities:
Proceeds from founding shareholder
stock subscription receivable 14,300 68,864 36,836
Sale of common stock 3,500 93,300
Advances from founding shareholder
Exchanged for stock 50,000
----------- --------- ---------
Net cash provided by financing 14,300 72,364 180,136
----------- --------- ---------
activities
Increase (decrease) in cash 8,085 5,708
Balance, beginning of period 8,085
---------- -------- ---------
Balance, end of period $ $8,085 $13,793
========== ======== =========
Non-cash financing and investing
activities
Exchange of stock for offering costs $134,000
=========
Equipment purchased through lease
purchase obligation $5,246
=========
</TABLE>
See notes to financial statements.
<PAGE>
ANONYMOUS DATA CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
of 5 years.
1. Summary of significant
accounting policies:
Nature of business. The Company
was incorporated, November 15,
1996, in the State of Nevada for
the purpose of developing equipment
and related software to store and
retrieve data of medical laboratory
testing. As of December 31, 1998,
the Company remains a development
stage enterprise in the phase of
testing its technical equipment and
software. Its emphasis is in the
area of research and development
funded by proceeds from the sale of
common stock and, therefore, it has
not commenced business operations.
The Company's ability to complete
certain research projects is
dependent upon obtaining additional
equity or debt financing. This
condition could prevent the Company
from commencing business
operations. The Company's future
operations also could be affected
by adverse changes in local and
national economic conditions. (See
Note 4.)
The Company plans to raise capital
by offering its common stock for
sale to investors through private
placement or through registration
with the United States Securities
and Exchange Commission under the
Securities Act of 1933. At the
present time, the Company has not
engaged an underwriter or
identified any specific sources of
capital.
Use of estimates. Timely
preparation of financial statements
in conformity with generally
accepted accounting principles
requires management to make
estimates and assumptions that
affect reported amounts and
disclosures, some of which may
require revision in future periods.
Equipment, depreciation and
amortization. Equipment is stated
at cost. Depreciation and
amortization is provided by an
accelerated method over the
estimated useful live of the assets
reseller discount between LBS and
Stock compensation awards. The the Company. The President of the
Company has adopted Financial Company, is a principal of Laser
Accounting Standard Board Statement Barcode Solutions, Inc.
No. 123, Accounting for Stock-Based
Compensation, for valuing
compensatory stock and option
awards.
Patent costs. Cost associated with
patents pending are deferred for
future amortization based on the
lives of patents to be granted. In
the event patent applications are
denied or abandoned, such costs
will be written off.
Loss per share. Loss per share is
computed based on the weighted
average number of shares
outstanding for the periods
presented.
2.Related party transactions:
In May 1998, Dr. James E. Beecham
(Chairman of the Board of Directors
and majority shareholder and former
president of the Company) licensed
to the Company the rights
associated with two U.S. Patents
pending. The licenses are
irrevocable until May 14, 2008.
Dr. Beecham has also agreed to
extend the licenses for an
additional eight years depending
upon performance. In consideration
for the assignment of rights, Dr.
Beecham will receive a royalty of
3% of the first $10 million, 2% of
$10 to $25 million, and 1% in
excess of $25 million in gross
revenues to the Company from the
manufacture, use, sale or operation
of the products and services.
In November 1998, the Company
signed a Memorandum of
Understanding with Laser Barcode
Solutions, Inc. (LBS), wherein LBS
agreed to provide the Company with
all pertinent contract terms
relating to bar code equipment of
interest to the Company. In
addition, LBS will provide bids on
bar code equipment to the Company,
and LBS will make available
equipment for the Company to
purchase at a price that equally
divides the LBS value added
3.Long-term debt: 5. Lease commitment:
Lease purchase obligation, for The Company subleases office space
computer equipment, payable under a term expiring December 31,
monthly at $500, including 2000, with an option to renew for
interest at 9.7%, through an additional three years. Future
November 1999 $5,246 annual minimum lease payments are
$32,150.
Less current portion 5,246 6. Stock option
plan:
$ 0
The Company adopted a stock option
4. Going concernplan which reserves for issuance an
contingency: aggregate of 1,500,000 shares of
common stock. No options have been
The Company's ability to complete granted to date.
its equipment and software
development is dependent, among 7. Subsequent event:
other things such as those
discussed in Note 1, upon obtaining Subsequent to December 31, 1998,
additional equity or debt the Company issued 2,902,100
financing. This condition could additional common shares for
prevent the Company from commencing services valued at $290,210 or $.10
business operations and continuing per share and sold 610,950 shares
as a going concern. The balance for $610,950 or $1.00 per share.
sheet, however, has been prepared
assuming the Company will continue
as a going concern, and it reflects
no adjustments that might result
from the outcome of this
uncertainty. However, because of
this uncertainty, no effect has
been given in the balance sheet to
any future income tax benefit of
the loss recorded to date.
Management plans to raise
additional equity capital or obtain
debt financing to complete the
equipment and obtain the related
patents. Management also expects
that the Company's medical data
management equipment, when
completed, will have a wide range
of applications in medical testing
programs.
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
Exhibit Description
Number
<S> <C>
(3)(i)* Articles of Incorporation
(a) Articles of Incorporation of Anonymous Data Corporation
(a)(1)Articles of Incorporation, as amended for Anonymous
Data Corporation, a Nevada corporation
(a)(2) Articles of Incorporation, as amended for Anonymous
Data Corporation, a Nevada corporation
(3)(ii)* Bylaws
(a) Bylaws of Anonymous Data Corporation
(a)(1)Bylaws, as amended for Anonymous Data Corporation, a
Nevada corporation
(4)* Instruments defining the rights of security holders:
(4)(i)* (a) Articles of Incorporation for Anonymous Data Corporation,
a Nevada Corporation
(b) Bylaws of Anonymous Data Corporation, a Nevada Corporation
(c) Stock Certificate Specimen
(10)(i)* Material Contracts
(a) Pre Incorporation Agreement with James Beecham
(b) 1998 Stock Option Plan
(c) Consulting Agreement with C.L. McIntosh & Associates
(d) Consulting Agreement with Sher-Janel T. Todd
(e) Consulting Agreement with Ilene Nikoley
(f) Consulting Agreement with Michael Moore
(g) Consulting Agreement with Dave Denney
(h) Consulting Agreement with William Somers
(i) Consulting Agreement with Jack Morrow 1997
(j) Consulting Agreement with Jack Morrow 1998
(k) Software Development & Technical Services Agreement
(l) Exclusive Licensee Territorial Agreement with James E.
Beecham
(m) Amendment to Licensee Territorial Agreement with James
E. Beecham
(n) Non-Disclosure and Non-Circumvent Agreement with Toyota
Tsusho America, Inc
(o) Non-Disclosure and Non-Circumvent Agreement with
IriScan, Inc
(p) Non-Disclosure and Non-Circumvent Agreement with Batelle
Memorial Institute.
(q) Non-Disclosure and Non-Circumvent Agreement with Laser
Barcode Solutions
(r) Non-Disclosure and Non-Circumvent Agreement with
Polaroid Corporation
(s) Non-Disclosure and Non-Circumvent Agreement with Litton
Data Systems
(t) Memorandum of Understanding between Laser Bar Code
Solutions and Anonymous Data Corporation.
(u) Amendment Memorandum of Understanding between Laser Bar
Code Solutions and Anonymous Data Corporation.
(v) Office Sublease Agreement
(w) Amendment to the Office Sublease Agreement
(27)* Financial Data Schedule
</TABLE>
*Filed herewith.
The documents required to be filed as Exhibit Number 2 in Part III of
Form 1-A filed as part of this Registration Statement on Form 10SB are
listed in Item 1 of this III above. No documents are required to be filed
as Exhibit Numbers 3, 5, 6, or 7 in Part III of Form 1-A, and the reference
to such Exhibit Numbers is therefore omitted. No additional exhibits are
filed hereto.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
May 24, 1999 ANONYMOUS DATA CORPORATION
(Registrant)
By:/s/ Thomas M. Yokoyama
--------------------------
Thomas M. Yokoyama
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ James E. Beecham Chairman May 24, 1999
- ------------------------
James E. Beecham
/s/ Thomas Yokoyama President, Director May 24, 1999
- -----------------------
Thomas M. Yokoyama
/s/ Robert Nikoley Treasurer, CFO May 24, 1999
- -----------------------
Robert Nikoley
/s/ Karen Cavallaro Secretary, May 24, 1999
- ----------------------- VP of Public Relations
Karen Cavallaro
/s/ William Somers Director May 24, 1999
- -----------------------
William Somers
ARTICLES OF INCORPORATION
(State of Nevada)
ARTICLE I
The name of this corporation shall be and is Anonymous Data, Inc.
ARTICLE II
The address of James E. Beecham, Registered Agent, is 4340 S. Valley View
Blvd., Suite 210, Las Vegas, V 89103.
ARTICLE III
The purposes and objects of this corporation shall be to engage in any
lawful activity for which corporations may be formed under the above
referred to laws
ARTICLES IV
The aggregate number of shares which the corporation shall have authority
to issue is 100,000,000 shares of common stock at $0.001 cent per share.
ARTICLES V
The governing board of this corporation shall be directors. The original
number of directors of this corporation shall be one (1) with the provision
to increase the number of directors to seven (7). The first Director of
this corporation is:
James E. Beecham
4340 S. Valley View Blvd., Suite 210
Las Vegas, NV 89103
ARTICLE VI
The capital stock of this corporation has a par value of $0.001cent per
share and is fully paid and non-assessable.
ARTICLE VII
The name of the incorporator of this corporation is:
James E. Beecham
4340 S. Valley View Blvd., Suite 210
Las Vegas, NV 89103
ARTICLE VIII
This corporation shall have perpetual existence.
<PAGE>
STATE OF NEVADA
COUNTY OF CLARK
BE IT KNOWN that on this the 13 day of November, 1996
BEFORE ME, a Notary Public, in and for the County of Clark, State of
Nevada, personally appeared the subscriber hereto, of the full age of
majority, who declared to me, Notary, in the presence of the undersigned
competent witnesses, that availing himself of the provisions of the Nevada
Business Corporation Law, he does hereby form a corporation under and in
accordance with the forgoing Articles of Incorporation.
THUS DONE AND SIGNED, in triplicate original, after due reading of the
whole.
INCORPORATOR
/s/James E. Beecham
WITNESSES:
Diane Kasowski
Toni Glines
/s/Carolyn Ishibashi
NOTARY PUBLIC
CERTIFICATE OF AMENDMENT OF ARTICLE OF INCORPORATION
(Before Payment of Capital of Issuance of Stock)
James E. Beecham and
- --------------------------------- ----------------------------------
name of incorporator or director name of incorporator or director
certify that:
1. They constitute at least two-thirds of the original incorporators
or of the directors of Anonymous Data, Inc. , a Nevada
corporation.
2. The original Articles were filed in the Office of the Secretary
of State on November 13 1996:
3. As of the date of this certificate, no stock of the corporation
has been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation.
Articles 1 is amended to read as follows:
The name of this corporation shall be and is Anonymous Data
Corporation
/s/ James E. Beecham
---------------------------
Signature
Signature
State of Nevada )
)
County of Clark )
On March 20, 1997 , personally appeared before me a Notary
Public, James E. Beecham , who acknowledged that they
executed the above instrument.
Barbara Ponce
----------------------------
Signature of Notary
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ANONYMOUS DATA CORPORATION
We the undersigned President and Secretary of ANONYMOUS DATA
CORPORATION do hereby certify:
That the Board of Directors of said Corporation, at a meeting duly
convened and held on the 3rd day of November, 1998, adopted a resolution
to amend and restate the original Articles as follows:
Article I - NAME
The exact name of this corporation is:
ANONYMOUS DATA CORPORATION
Article II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of
Nevada of this corporation shall be located at 4340 S. Valley View Blvd.,
Suite 210, Las Vegas, Nevada. The resident agent of the corporation is
JAMES E. BEECHAM, whose address is 4340 S. Valley View Blvd., Suite 210,
Las Vegas, Nevada 89103.
Article III - DURATION
The Corporation shall have perpetual existence.
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
<PAGE>
(a) To engage in any lawful activity, (b) To carry on such
business as may be necessary, convenient, or desirable to accomplish
the above purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of Incorporation.
Article V - POWERS
This Corporation is formed pursuant to Chapter 78 of the Nevada
Revised Statutes. The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which
this corporation is formed. In addition, the corporation shall have the
following specific powers:
(a) To elect or appoint officers and agents of the corporation
and to fix their compensation; (b) To act as an agent for any
individual, association, partnership, corporation or other legal
entity; (c) To receive, acquire, hold, exercise rights arising out of
the ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
association, partnerships, corporations, or governments; (d) To
receive, acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may only be purchased,
directly or indirectly, out of earned surplus; (e) To make gifts or
contributions for the public welfare or for charitable, scientific or
educational purposes.
Article VI - CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares which
this corporation is authorized to issue is 100,000,000 shares of
Common Stock of $.001 par value and 25,000,000 shares of Preferred
<PAGE>
Stock of $.001 par value. The authority of the Corporation to issue
non-voting convertible and/or non-voting non-convertible preferred
shares together with additional classes of shares may be limited by
resolution of the Board of Directors of the Corporation. Preferred
shares and additional classes of shares may be issued from time to
time as the Board of Directors may determine in their sole judgment
and without the necessity of action by the holders of Shares.
Section 2. Voting Rights of Stockholders. Each holder of the
Common Stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation.
Section 3. Consideration for Shares. The Common Stock shall be
issued for such consideration, as shall be fixed from time to time by
the Board of Directors. In the absence of fraud, the judgment of the
Directors as to the value of any property or services received in full
or partial payment for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall
be non-assessable. The Articles shall not be amended in this
particular.
Section 4. Stock Rights and Options. The corporation shall have
the power to create and issue rights, warrants, or options entitling
the holders thereof to purchase from the corporation any shares of its
capital stock of any class or classes, upon such terms and conditions
and at such times and prices as the Board of Directors may provide,
which terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall
be conclusive.
<PAGE>
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
Section 1. Size of Board. The number of the Board of Directors
shall be one (1). Such number may from time to time be increased or
decreased in such manner as prescribed by the Bylaws. Directors need
not be stockholders.
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State of Nevada,
the Board of Directors is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the
power of the stockholders to alter or repeal the Bylaws made by the
Board of Directors;
(b) Subject to the applicable provisions of the Bylaws then in
effect, to determine, from time to time, whether and to what extent,
and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of
them, shall be open to stockholder inspection. No stockholder shall
have any right to inspect any of the accounts, books or documents of
the corporation, except as permitted by law, unless and until
authorized to do so by resolution of the Board of Directors or of the
stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent,
obligations of the Corporation, secured and unsecured, under such
terms and conditions as the Board, in its sole discretion, may
<PAGE>
determine, and to pledge or mortgage, as security therefore, any real
or personal property of the corporation, including after-acquired
property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and disposition of
any such earned surplus;
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose;
(f) To establish bonus, profit-sharing, stock option, or other
types of incentive compensation plans for the employees, including
officers and directors, of the corporation, and to fix the amount of
profits to be shared or distributed, and to determine the persons to
participate in any such plans and the amount of their respective
participations.
(g) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, each consisting
of two or more directors, which, to the extent permitted by law and
authorized by the resolution or the Bylaws, shall have and may
exercise the powers of the Board;
(h) To provide for the reasonable compensation of its own
members by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid;
(i) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject, nevertheless, to the
provisions of the laws of the State of Nevada, of these Articles of
Incorporation, and of the Bylaws of the corporation.
<PAGE>
Section 3. Interested Directors. No contract or transaction
between this corporation and any of its directors, or between this
corporation and any other corporation, firm, association, or other
legal entity shall be invalidated by reason of the fact that the
director of the corporation has a direct or indirect interest,
pecuniary or otherwise, in such corporation, firm, association, or
legal entity, or because the interested director was present at the
meeting of the Board of Directors which acted upon or in reference to
such contract or transaction, or because he participated in such
action, provided that: (1) the interest of each such director shall
have been disclosed to or known by the Board and a disinterested
majority of the Board shall have, nonetheless, ratified and approved
such contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for the
meeting at which such ratification or approval is given); or (2) the
conditions of N.R.S. 78.140 are met.
Section 4. Name and Address. The name and post office address
of the Board of Directors which shall consist of one (1) person and
who shall hold office until his successors are duly elected and
qualified, is as follows:
NAME ADDRESS
JAMES E. BEECHAM 4340 S. Valley View Blvd., Suite 210
Las Vegas, NV 89103
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the
directors shall have power to hold their meetings, and the directors shall
have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may
from time to time be designated in the Bylaws or by appropriate resolution.
<PAGE>
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All rights
herein conferred on the directors, officers and stockholders are granted
subject to this reservation.
Article X - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, all past, current and/or future
officers and directors of the corporation shall not be personally liable to
the corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer. This limitation on personal liability shall
not apply to acts or omissions which involve intentional misconduct, fraud,
knowing violation of law, or unlawful distributions prohibited by Nevada
Revised Statutes Section 78.300.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 8,247,500; that
the said changes and amendments have been consented to and approved by a
majority of the stockholders holding at least a majority of stock
outstanding and entitled to vote thereon at a meeting of the Shareholders
held November 24, 1998.
Dated: November 24, 1998
/s/ James E. Beecham
JAMES E. BEECHAM, President
/s/ James E. Beecham
JAMES E. BEECHAM, Secretary
<PAGE>
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On 3rd day November, 1998, personally appeared before me, a Notary
Public, JAMES E. BEECHAM, who is the President and Secretary of Anonymous
Data Corporation and who acknowledged to me that he executed the above
instrument on behalf of the Corporation.
/s/Debra M. Nicholson
NOTARY PUBLIC
BYLAWS
OF
ANONYMOUS DATA CORPORATION
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at 4340 S. Valley
View, Suite 210, Las Vegas, Nevada 89103, and it may be changed from time
to time by the Board of Directors. The Corporation may also maintain
offices at such other places within or without the United States as the
Board of Directors may, from time to time, determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION I - ANNUAL MEETINGS:
The annual meeting of the stockholders of the Corporation shall be
held within six (6) months after the close of the fiscal year of the
Corporation, for the purposes of electing directors, and transacting such
other business as may properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the
Board of Directors or by the President and shall be called by the
President or the Secretary at the written request of the holders of
twenty-five percent (25%) of the shares then outstanding and entitled to
vote thereat or as otherwise required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of
the Corporation, or at such other places as shall be designated in the
notices or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each
meeting of stockholders, whether annual or special, stating the time when
and place where it is to be held, shall be served either personally or by
mail, not less than ten or more than sixty (60) days before the meeting,
upon each stockholder of record entitled to vote at such meeting, and to
any other stockholder to whom the giving of notice may be required by law.
Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued
by, or at the direction of the person or persons calling the meeting. If,
at any meeting, action is proposed to be taken that would, if taken,
entitle stockholders to receive payment for their shares pursuant to
statute, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have previously filed
with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case, it shall
be mailed to the address designated in such request.
<PAGE>
(b) Notice of any meeting need not be given to any person who may become
a stockholder of record after the mailing of such notice and prior to the
meeting, or to any stockholder who attends such meeting, in person or by
proxy, or submits a signed waiver of notice either before or after such a
meeting. Notice of any adjourned meeting of stockholders need not be
given, unless otherwise required by statute.
SECTION 5 - QUORUM:
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate of
Incorporation"), at all meetings of stockholders of the Corporation, the
presence at the commencement of such meetings in person or by proxy of
stockholders holding of record 51% of the total number of shares of the
Corporation then issued and outstanding and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business. The withdrawal of any stockholder after the commencement of a
meeting shall have no effect on the existence of a quorum, after a quorum
has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the
holders of shares entitled to vote thereat, may adjourn the meeting. At
any such adjourned meeting at which a quorum is present, any business, may
be transacted at the meeting as originally called if a quorum had been
present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation. any corporate action, other than the election of directors,
to be taken by vote of the stockholders, shall be authorized by a majority
of votes cast at a meeting of stockholders by the holders of shares
entitled to vote thereat.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of
stock of the Corporation entitled to vote thereat, shall be entitled to
one vote for each share of stock registered in his name on the books of
the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in
writing by the stockholder himself or by his attorney-in-fact thereunto
duly authorized in writing. No Proxy shall be valid after the expiration
of eleven (11) months from the date of its execution, unless the person
executing it shall have specified therein the length of time it is to
continue in force. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a
vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a
majority of the voting power, provided that if a greater proportion of
voting power is required by such action at such meeting, then such greater
proportion of written consents shall be required.
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the Corporation shall be not less than
1 nor more than 9,
unless and until otherwise determined by vote of a majority of the entire
Board of Directors.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation by way of cumulative voting rights the members of the Board
of Directors of the Corporation, who need not be stockholders, shall be
elected by a majority of the votes cast at a meeting of stockholders, by
the holders of shares of stock present in person or by proxy, entitled to
vote in the election.
(C) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is
elected and qualified, or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS:
(a) The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation and
may exercise all powers of the Corporation, except as are in the
Certificate of Incorporation or by statute expressly conferred upon or
reserved to the stockholders.
(b) The Board of Directors shall have the authority to issue additional
classes of stock with rights and restrictions to be determined by the
Board of Directors at the time of issue.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) Regular annual meeting of the Board of Directors shall be held
immediately following the
annual meeting of the stockholders, at the place of such annual meeting of
stockholders.
(b) The Board of Directors, from time to time, may provide by resolution
for the holding of
other regular meetings of the Board of Directors, and may fix the time and
place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action
shall be given to each director who shall not have been present at the
meeting at which such change was made within the time limited, and in the
manner set forth in Paragraph (b) Section 4 of this Article III, with
respect to special meetings, unless such notice shall be waived in the
manner set forth in Paragraph (c) of such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
<PAGE>
(b) Except as otherwise required by statute, notice of special meetings
shall be mailed directly to each director, addressed to him at his
residence or usual place of business, at least four (4) days before the
day on which the meeting is to be held, or shall be sent to him at such
place by telegram, radio or cable, or shall be delivered to him personally
or given to him orally, not later than the day before the day on which the
meeting is to be held. A notice, or waiver of notice except as required by
Section 8 or this Article III, need not specify the purpose of the
meeting.
(c) Notice of any special meeting shall not be required to be given to
any director who shall attend such meeting without protesting prior
thereto or at its commencement, the lack of notice to him or who submits a
signed waiver of notice, whether before or after the meeting. Notice of
any adjourned meeting shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he
shall be absent, then the Vice Chairman shall preside, and in his absence,
a Chairman chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any
regular or special meeting,
although less than a quorum, may adjourn the same from time to time
without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any,
which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.
(c) Unless otherwise required by amendment to the Articles of
Incorporation or statute, any action required or permitted to be taken at
any meeting of the Board of Directors or any Committee thereof may be
taken without a meeting if a written consent thereto is signed by all the
members of the Board or Committee. Such written consent shall be filed
with the minutes of the proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of
Incorporation or statute, members of the Board of Directors or of any
Committee of the Board of Directors may participate in a meeting of such
Board or Committee by means of a conference telephone network or a similar
Communications method by which all persons participating in the meeting
can hear each other. Such participation is constituted presence of all of
the participating persons at such meeting, and each person participating
in the meeting shall sign the minutes thereof, which may be signed in
counterparts.
<PAGE>
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an increase
in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless vacancy created by the removal of a
director by the stockholders shall be filled by the stockholders at the
meeting at which the removal was effected) or inability to act of any
director, or otherwise, shall be filled for the unexpired portion of the
term by a majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board of
Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at
least a majority of the outstanding shares of stock of the Corporation at
a special meeting of the stockholders called for that purpose, and may be
removed for cause by action of the Board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any
other corporation shall be impaired, affected or invalidated, nor shall
any director be liable in any way by reason of the fact that one or more
of the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made known to the
Board of Directors, prior to their authorizing such transaction.
(b) Any director, personally and individually, may be a party to or may
be interested in any contract or transaction of this Corporation, and no
directors shall be liable in any way by reason of such interest, provided
that the fact of such interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or transaction,
and provided that the Board of Directors shall authorize, approve or
ratify such contract or transaction by the vote (not counting the vote of
any such Director) of a majority of a quorum notwithstanding the presence
of any such director at the meeting at which such action is taken. Such
director or directors may be counted in determining the presence of a
quorum at such meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
<PAGE>
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as
they may deem desirable, with such powers and authority (to the extent
permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, or a President and Secretary-Treasurer, and such
other officers, including a Chairman of the Board of Directors, and one or
more Vice Presidents, as the Board of Directors may from time to time deem
advisable. Any officer other than the Chairman or Vice Chairman of the
Board of Directors may be, but is not required to be a director of the
Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the Board
of Directors next succeeding his election, and until his successor shall
have been elected and qualified or until his death, resignation or
removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the
Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the
Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of
Directors.
<PAGE>
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertain to
their respective offices as well as such powers and duties as may be set
forth in these Bylaws, or may from time to time be specifically conferred
or imposed by the Board of Directors. The President shall be the chief
executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence for the accounting
for all property, funds or securities of the Corporation which may come
into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders' meetings and
execution of waivers, consents, proxies or other instruments) may be
exercised on behalf of the Corporation by the President, any Vice
President or such other person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall
be in such form as shall be adopted by the Board of Directors, and shall
be numbered and registered in the order issued. The certificates shall
bear the following: the Corporate Seal, the holder's name, the number of
shares of stock and the signatures of: (1) the Chairman of the Board, the
President or a Vice President and (2) the Secretary, Treasurer, any
Assistant Secretary or Assistant Treasurer.
(b) No certificate representing shares of stock shall be issued until the
full amount of consideration therefore has been paid, except as otherwise
permitted by law. The Corporation, may at the sole discretion of, and with
consent of a majority of the Board of Directors, issue stock in exchange
for a promissory note in favor of the Company, provided the percentage of
shares issued on notes does not exceed 10% of the total of all shares
authorized.
(c) To the extent permitted by law, the Board of Directors may authorize
the issuance of certificates for fractions of a share of stock which shall
entitle the holder to exercise voting rights, receive dividends and
participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of
fractions of a share of stock as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance,
subject to such conditions as may be permitted by law, of scrip in
<PAGE>
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares of stock,
but such scrip shall not entitle the holder to any rights of a
stockholder, except as therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or
destruction of the certificate representing the same. The Corporation may
issue a new certificate in the place of any certificate theretofore issued
by it, alleged to have been lost or destroyed. On production of such
evidence of loss or destruction as the Board of Directors in its
discretion may require, the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A
new certificate may be issued without requiring any such evidence or bond
when, in the judgment of the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the
stock ledger of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation
of the certificate or certificates representing such shares of stock with
an assignment or power of transfer endorsed thereon or delivered
therewith, duly executed, with such proof of the authenticity of the
signature and of authority to transfer and of payment of taxes as the
Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any legal,
equitable or other claim to, or interest in, such share or shares of stock
on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor
less than ten (10) days, as the record date for the determination of
stockholders entitled to receive notice of, or to vote at, any meeting of
stockholders, or to consent to any proposal without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any
dividends or allotment of any rights, or for the purpose of any other
action. If no record date is fixed, the record date for the determination
of stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which the notice is given, or, if no notice is given, the day
preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the resolution of the directors relating
thereto is adopted. When a determination of stockholders of record
entitled to notice of, or to vote at, any meeting of stockholders has been
made, as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.
<PAGE>
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amount, and at such time or
times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be 1 Jan to 31 Dec and may be
changed by the Board
of Directors from time to time subject to applicable law.
ARTICLE VII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to
time by the Board
of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason
of the fact that he, his testator or interstate representative is or was a
director, officer or employee of the Corporation or of any corporation in
which he served as such at the request of the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection
with the defense of such action, suit or proceedings, or in connection
with any appeal therein, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding or in connection with
any appeal therein that such officer or director or employee is liable for
gross negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive
of any other rights to
which any officer or director or employee may be entitled apart from the
provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
in which there is no disinterested majority of the Board available, the
amount shall be fixed by arbitration pursuant to the then existing rules
of the American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal,
and new bylaws may be made, by the affirmative vote of stockholders
holding of record in the aggregate at least a majority of the outstanding
shares of stock entitled to vote in the election of directors at any
annual or special meeting of stockholders, provided that the notice or
waiver of notice of such meeting shall have summarized or set forth in
full therein, the proposed amendment.
<PAGE>
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, bylaws of the Corporation, provided, however,
that the stockholders entitled to vote with respect thereto as in this
Article X above-provided may alter, amend or repeal bylaws made by the
Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of stockholders or of the Board of
Directors or to change any provisions of the bylaws with respect to the
removal of directors of the filling of vacancies in the Board resulting
from the removal by the stockholders. In any bylaw regulating an impending
election of directors which is adopted, amended or repealed by the Board
of Directors, there shall be set forth in the notice of the next meeting
of stockholders for the election of Directors, the bylaws so adopted,
amended or repealed, together with a concise statement of the changes
made.
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am the duly elected, qualified and acting
President of
ANONYMOUS DATA CORPORATION
and that the above and foregoing bylaws constituting a true original copy
were duly adopted as the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
DATED: _____________________
___________________________________
PRESIDENT
<PAGE>
BYLAWS - INDEX
ARTICLE I - OFFICES..PG.1
ARTICLE II - MEETING OF STOCKHOLDERS..PGS.1-2
SECTION 1. - ANNUAL MEETINGS..PG. 1
SECTION 2. - SPECIAL MEETINGS..PG. 1
SECTION 3. - PLACE OF MEETINGS..PG. I
SECTION 4. - NOTICE OF MEETINGS..PGS. 1-2
SECTION 5. - QUORUM.PG.2
SECTION 6. - VOTING..PGS.2
ARTICLE III - BOARD OF DIRECTORS..PGS-3-6
SECTION 1. - NUMBER, ELECTION AND TERM OF OFFICE..PG.3
SECTION 2. - DUTIES AND POWERS..PG.3
SECTION 3. - ANNUAL AND REGULAR MEETINGS: NOTICE..PGS.3
SECTION 4. - SPECIAL MEETING; NOTICE..PG.3-4
SECTION 5. - CHAIRMAN..PG.4
SECTION 6. - QUORUM AND ADJOURNMENTS..PGS.4
SECTION 7. - MANNER OF ACTING..PG.4-5
SECTION 8. - VACANCIES..PG.5
SECTION 9. - RESIGNATION...PG.5
SECTION 10.- REMOVAL...PG.5
SECTION 11.- SALARY..PG.5
SECTION 12.- CONTRACTS..PG.5-6
SECTION 13.- COMMITTEES..PG.6
ARTICLE IV - OFFICERS..PGS.6-7
SECTION 1. - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE..PG.6
SECTION 2. - RESIGNATION..PG.6
SECTION 3. - REMOVAL..PG.6
SECTION 4. - VACANCIES..PG.7
SECTION 5. - DUTIES OF OFFICERS..PG.7
SECTION 6. - SURETIES AND BONDS..PG. 7
SECTION 7. - SHARES OF STOCK OF OTHER CORPORATIONS..PG.7
ARTICLE V - SHARES OF STOCK..PGS.7-9
SECTION 1. - CERTIFICATE OF STOCK..PG.7-8
SECTION 2. - LOST OR DESTROYED CERTIFICATES..PGS.8
SECTION 3. -TRANSFER OF SHARES..PG.8
SECTION 4. - RECORD DATE..PG.8
ARTICLE VI - DIVIDENDS..PG.9
ARTICLE VII - FISCAL YEAR..PG.9
ARTICLE VIII - CORPORATE SEAL.PG.9
ARTICLE IX - INDEMNITY..PG.9
ARTICLE X - AMENDMENTS..PGS.9-10
SECTION 1. - BY STOCKHOLDERS..PGS.9
SECTION 2. - BY DIRECTORS..PG. 10
CERTIFICATE OF PRESIDENT..PG.10
AMENDED AND RESTATED
BYLAWS
OF
ANONYMOUS DATA CORPORATION
a Nevada corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The principal office shall be
in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. OTHER OFFICES. The board of directors may at any
time establish branch or subordinate offices at any place or places where
the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders shall
be held at any place within or without the State of Nevada designated by
the board of directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of
the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of
stockholders shall be held at a date and time designated by the board of
directors. (At such meetings, directors shall be elected and any other
proper business may be transacted by a plurality vote of stockholders.)
Section 3. SPECIAL MEETINGS. A special meeting of the
stockholders, for any purpose or purposes whatsoever, unless prescribed by
statute or by the articles of incorporation, may be called at any time by
the president and shall be called by the president or secretary at the
request in writing of a majority of the board of directors, or at the
request in writing of stockholders holding shares in the aggregate entitled
to cast not less than a majority of the votes at any such meeting.
<PAGE>
The request shall be in writing, specifying the time of such
meeting, the place where it is to be held and the general nature of the
business proposed to be transacted, and shall be delivered personally or
sent by registered mail or by telegraphic or other facsimile transmission
to the chairman of the board, the president, any vice president or the
secretary of the corporation. The officer receiving such request forthwith
shall cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Sections 4 and 5 of this Article II, that
a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request. If the notice is not given
within twenty (20) days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the
board of directors may be held.
Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of
meetings of stockholders shall be sent or otherwise given in accordance
with Section 5 of this Article II not less than ten (10) nor more than
sixty (60) days before the date of the meeting being noticed. The notice
shall specify the place, date and hour of the meeting and (i) in the case
of a special meeting the general nature of the business to be transacted,
or (ii) in the case of the annual meeting those matters which the board of
directors, at the time of giving the notice, intends to present for action
by the stockholders. The notice of any meeting at which directors are to
be elected shall include the name of any nominee or nominees which, at the
time of the notice, management intends to present for election.
If action is proposed to be taken at any meeting for approval of
(i) contracts or transactions in which a director has a direct or indirect
financial interest, (ii) an amendment to the articles of incorporation,
(iii) a reorganization of the corporation, (iv) dissolution of the
corporation, or (v) a distribution to preferred stockholders, the notice
shall also state the general nature of such proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either personally or
by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the stockholder at the address of such stockholder
appearing on the books of the corporation or given by the stockholder to
the corporation for the purpose of notice. If no such address appears on
the corporation's books or is given, notice shall be deemed to have been
given if sent by mail or telegram to the corporation's principal executive
office, or if published at least once in a newspaper of general circulation
in the county where this office is located. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting, it shall not be necessary to deliver or mail
notice of the meeting to the transferee.
<PAGE>
If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
stockholder at such address, all future notices or reports shall be deemed
to have been duly given without further mailing if the same shall be
available to the stockholder upon written demand of the stockholder at the
principal executive office of the corporation for a period of one year from
the date of the giving of such notice.
An affidavit of the mailing or other means of giving any notice
of any stockholders' meeting shall be executed by the secretary, assistant
secretary or any transfer agent of the corporation giving such notice, and
shall be filed and maintained in the minute book of the corporation.
Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business,
except as otherwise provided by statute or the articles of incorporation.
The stockholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any
action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of
the shares represented at such meeting, either in person or by proxy, but
in the absence of a quorum, no other business may be transacted at such
meeting.
When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at a meeting
at which the adjournment is taken. At any adjourned meeting the
corporation may transact any business which might have been transacted at
the original meeting.
Section 8. VOTING. Unless a record date set for voting
purposes be fixed as provided in Section 1 of Article VII of these bylaws,
only persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the business day
next preceding the day on which notice is given (or, if notice is waived,
at the close of business on the business day next preceding the day on
which the meeting is held) shall be entitled to vote at such meeting. Any
stockholder entitled to vote on any matter other than elections of
directors or officers, may vote part of the shares in favor of the proposal
<PAGE>
and refrain from voting the remaining shares or vote them against the
proposal, but, if the stockholder fails to specify the number of shares
such stockholder is voting affirmatively, it will be conclusively presumed
that the stockholder's approving vote is with respect to all shares such
stockholder is entitled to vote. Such vote may be by voice vote or by
ballot; provided, however, that all elections for directors must be by
ballot upon demand by a stockholder at any election and before the voting
begins.
When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes or of the articles of incorporation a different vote is
required in which case such express provision shall govern and control the
decision of such question. Every stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each
share of stock standing in his name on the books of the corporation.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions at any meeting of stockholders, either
annual or special, however called and noticed, and wherever held, shall be
as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, not present in
person or by proxy, signs a written waiver of notice or a consent to a
holding of the meeting, or an approval of the minutes thereof. The waiver
of notice or consent need not specify either the business to be transacted
or the purpose of any regular or special meeting of stockholders, except
that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this
Article II, the waiver of notice or consent shall state the general nature
of such proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of
matters not included in the notice if such objection is expressly made at
the meeting.
Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the
holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. All
such consents shall be filed with the secretary of the corporation and
<PAGE>
shall be maintained in the corporate records. Any stockholder giving a
written consent, or the stockholder's proxy holders, or a transferee of the
shares of a personal representative of the stockholder of their respective
proxy holders, may revoke the consent by a writing received by the
secretary of the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed
with the secretary.
Section 11. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by the
person and filed with the secretary of the corporation. A proxy shall be
deemed signed if the stockholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or otherwise) by
the stockholder or the stockholder's attorney in fact. A validly executed
proxy which does not state that it is irrevocable shall continue in full
force and effect unless revoked by the person executing it, prior to the
vote pursuant thereto, by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or
attendance at the meeting and voting in person by the person executing the
proxy; provided, however, that no such proxy shall be valid after the
expiration of six (6) months from the date of such proxy, unless coupled
with an interest, or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Subject to the
above and the provisions of Section 78.355 of the Nevada General
Corporation Law, any proxy duly executed is not revoked and continues in
full force and effect until an instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the corporation.
Section 12. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the board of directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are appointed, the chairman of
the meeting may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a
meeting on the request of one or more stockholders or proxies, the holders
of a majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the board of directors
before the meeting, or by the chairman at the meeting.
The duties of these inspectors shall be as follows:
(a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;
<PAGE>
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the election result; and
(f) Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the Nevada
General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be approved
by the stockholders or by the outstanding shares, the business and affairs
of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have
the power and authority to:
(a) Select and remove all officers, agents, and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws,
fix their compensation, and require from them security for faithful
service.
(b) Change the principal executive office or the principal
business office from one location to another; cause the corporation to be
qualified to do business in any other state, territory, dependency, or
foreign country and conduct business within or without the State; designate
any place within or without the State for the holding of any stockholders'
meeting, or meetings, including annual meetings; adopt, make and use a
corporate seal, and prescribe the forms of certificates of stock, and alter
the form of such seal and of such certificates from time to time as in
their judgment they may deem best, provided that such forms shall at all
times comply with the provisions of law.
(c) Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
<PAGE>
consideration of money paid, labor done or services actually rendered,
debts or securities canceled, tangible or intangible property actually
received.
(d) Borrow money and incur indebtedness for the purpose of
the corporation, and cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidences of debt and
securities therefor.
Section 2. NUMBER OF DIRECTORS. The authorized number of
directors shall be no fewer than one (1) nor more than seven (7). The
exact number of authorized directors shall be set by resolution of the
board of directors, within the limits specified above. The maximum or
minimum number of directors cannot be changed, nor can a fixed number be
substituted for the maximum and minimum numbers, except by a duly adopted
amendment to this bylaw duly approved by a majority of the outstanding
shares entitled to vote.
Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF
DIRECTORS. Directors shall be elected at each annual meeting of the
stockholders to hold office until the next annual meeting, but if any such
annual meeting is not held or the directors are not elected at any annual
meeting, the directors may be elected at any special meeting of
stockholders held for that purpose, or at the next annual meeting of
stockholders held thereafter. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for
which elected and until a successor has been elected and qualified or until
his earlier resignation or removal or his office has been declared vacant
in the manner provided in these bylaws. Directors need not be
stockholders.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any
director may resign effective upon giving written notice to the chairman of
the board, the president, the secretary or the board of directors of the
corporation, unless the notice specifies a later time for the effectiveness
of such resignation, in which case such resignation shall be effective at
the time specified. Unless such resignation specifies otherwise, its
acceptance by the corporation shall not be necessary to make it effective.
The board of directors may declare vacant the office of a director who has
been declared of unsound mind by an order of a court or convicted of a
felony. Any or all of the directors may be removed without cause if such
removal is approved by the affirmative vote of a majority of the
outstanding shares entitled to vote. No reduction of the authorized number
of directors shall have the effect of removing any director before his term
of office expires.
Section 5. VACANCIES. Vacancies in the board of directors,
may be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director. Each director so elected shall
hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.
<PAGE>
A vacancy in the board of directors exists as to any authorized
position of directors which is not then filled by a duly elected director,
whether caused by death, resignation, removal, increase in the authorized
number of directors or otherwise.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such
election by written consent shall require the consent of a majority of the
outstanding shares entitled to vote. If the resignation of a director is
effective at a future time, the board of directors may elect a successor to
take office when the resignation becomes effective.
If after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder
or holders of an aggregate of five percent or more of the total number of
shares at the time outstanding having the right to vote for such directors
may call a special meeting of the stockholders to elect the entire board.
The term of office of any director not elected by the stockholders shall
terminate upon the election of a successor.
Section 6. PLACE OF MEETINGS. Regular meetings of the board
of directors shall be held at any place within or without the State of
Nevada that has been designated from time to time by resolution of the
board. In the absence of such designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of
the board shall be held at any place within or without the State of Nevada
that has been designated in the notice of the meeting or, if not stated in
the notice or there is not notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in such meeting can hear one another, and all such directors
shall be deemed to be present in person at such meeting.
Section 7. ANNUAL MEETINGS. Immediately following each
annual meeting of stockholders, the board of directors shall hold a regular
meeting for the purpose of transaction of other business. Notice of this
meeting shall not be required.
Section 8. OTHER REGULAR MEETINGS. Other regular meetings of
the board of directors shall be held without call at such time as shall
from time to time be fixed by the board of directors. Such regular
meetings may be held without notice, provided the notice of any change in
the time of any such meetings shall be given to all of the directors.
Notice of a change in the determination of the time shall be given to each
director in the same manner as notice for special meetings of the board of
directors.
Section 9. SPECIAL MEETINGS. Special meetings of the board
of directors for any purpose or purposes may be called at any time by the
chairman of the board or the president or any vice president or the
secretary or any two directors.
<PAGE>
Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each director
at his or her address as it is shown upon the records of the corporation.
In case such notice is mailed, it shall be deposited in the United States
mail at least four (4) days prior to the time of the holding of the
meeting. In case such notice is delivered personally, or by telephone or
telegram, it shall be delivered personally or by telephone or to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. Any oral notice given personally or by telephone
may be communicated to either the director or to a person at the office of
the director who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.
Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of Section 78.140 of the Nevada General
Corporation Law (approval of contracts or transactions in which a director
has a direct or indirect material financial interest), Section 78.125
(appointment of committees), and Section 78.751 (indemnification of
directors). A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any
action taken is approved by at least a majority of the required quorum for
such meeting.
Section 11. WAIVER OF NOTICE. The transactions of any meeting
of the board of directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call
and notice if a quorum be present and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes
thereof. The waiver of notice of consent need not specify the purpose of
the meeting. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. Notice
of a meeting shall also be deemed given to any director who attends the
meeting without protesting, prior thereto or at its commencement, the lack
of notice to such director.
Section 12. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another
time and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the meeting
is adjourned for more than twenty-four (24) hours, in which case notice of
such time and place shall be given prior to the time of the adjourned
meeting, in the manner specified in Section 8 of this Article III, to the
directors who were not present at the time of the adjournment.
<PAGE>
Section 14. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or collectively
consent in writing to such action. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the board.
Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined
by resolution of the board of directors. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors
may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of one or more
directors, to serve at the pleasure of the board. The board may designate
one or more directors as alternate members of any committees, who may
replace any absent member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except with regard to:
(a) the approval of any action which, under the Nevada
General Corporation Law, also requires stockholders' approval or approval
of the outstanding shares;
(b) the filing of vacancies on the board of directors or in
any committees;
(c) the fixing of compensation of the directors for serving
on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of
new bylaws;
(e) the amendment or repeal of any resolution of the board
of directors which by its express terms is not so amendable or repealable;
<PAGE>
(f) a distribution to the stockholders of the corporation,
except at a rate or in a periodic amount or within a price range determined
by the board of directors; or
(g) the appointment of any other committees of the board of
directors or the members thereof.
Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III, Sections 6 (place of meetings), 8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11
(waiver of notice), 12 (adjournment), 13 (notice of adjournment) and 14
(action without meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board
of directors and its members, except that the time or regular meetings of
committees may be determined by resolutions of the board of directors and
notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of
any committee not inconsistent with the provisions of these bylaws. The
committees shall keep regular minutes of their proceedings and report the
same to the board when required.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall
be a president, a secretary and a treasurer. The corporation may also
have, at the discretion of the board of directors, a chairman of the board,
one or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any two or
more offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with
the provisions of Section 3 or Section 5 of this Article V, shall be chosen
by the board of directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract of
employment. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board. The
salaries of all officers and agents of the corporation shall be fixed by
the board of directors.
<PAGE>
Section 3. SUBORDINATE OFFICERS, ETC. The board of directors
may appoint, and may empower the president to appoint, such other officers
as the business of the corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in the bylaws or as the board of directors may from time to time
determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers
of the corporation shall hold office until their successors are chosen and
qualify. Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by
the board of directors, at any regular or special meeting thereof, or,
except in case of an officer chosen by the board of directors, by any
officer upon whom such power or removal may be conferred by the board of
directors.
Any officer may resign at any time by giving written notice to
the corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. Any such resignation is without
prejudice to the rights, if any, of the corporation under any contract to
which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these bylaws for regular
appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board,
if such an officer be elected, shall, if present, preside at all meetings
of the board of directors and exercise and perform such other powers and
duties as may be from time to time assigned to him by the board of
directors or prescribed by the bylaws. If there is no president, the
chairman of the board shall in addition be the chief executive officer of
the corporation and shall have the powers and duties prescribed in
Section 7 of this Article V.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the board of directors to the chairman of the
board, if there be such an officer, the president shall be the chief
executive officer of the corporation and shall, subject to the control of
the board of directors, have general supervision, direction and control of
the business and the officers of the corporation. He shall preside at all
meetings of the stockholders and, in the absence of the chairman of the
board, of if there be none, at all meetings of the board of directors. He
shall have the general powers and duties of management usually vested in
the office of president of a corporation, and shall have such other powers
and duties as may be prescribed by the board of directors or the bylaws.
He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.
<PAGE>
Section 8. VICE PRESIDENTS. In the absence or disability of
the president, the vice presidents, if any, in order of their rank as fixed
by the board of directors or, if not ranked, a vice president designated by
the board of directors, shall perform all the duties of the president, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the bylaws,
the president or the chairman of the board.
Section 9. SECRETARY. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
shall record, keep or cause to be kept, at the principal executive office
or such other place as the board of directors may order, a book of minutes
of all meetings of directors, committees of directors and stockholders,
with the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those
present at directors' and committee meetings, the number of shares present
or represented at stockholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all
stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of stockholders and of the board of directors required by the
bylaws or by law to be given, and he shall keep the seal of the corporation
in safe custody, as may be prescribed by the board of directors or by the
bylaws.
Section 10. TREASURER. The treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records
of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares. The books of account
shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to
the president and directors, whenever they request it, an account of all of
his transactions as treasurer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as
may be prescribed by the board of directors or the bylaws.
<PAGE>
If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, has no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
Section 2. ACTIONS BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of the action
or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
<PAGE>
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other
court of competent jurisdiction determines upon application that in view of
all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section 3. SUCCESSFUL DEFENSE. To the extent that a
director, officer, employee or agent of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 4. REQUIRED APPROVAL. Any indemnification under
Sections 1 and 2, unless ordered by a court or advanced pursuant to Section
5, must be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must
be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
Section 5. ADVANCE OF EXPENSES. The articles of
incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by the corporation. The provisions of this section do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.
<PAGE>
Section 6. OTHER RIGHTS. The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this
Article VI:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
Section 2 or for the advancement of expenses made pursuant to Section 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Section 7. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Article VI.
Section 8. RELIANCE ON PROVISIONS. Each person who shall act
as an authorized representative of the corporation shall be deemed to be
doing so in reliance upon the rights of indemnification provided by this
Article.
Section 9. SEVERABILITY. If any of the provisions of this
Article are held to be invalid or unenforceable, this Article shall be
construed as if it did not contain such invalid or unenforceable provision
and the remaining provisions of this Article shall remain in full force and
effect.
Section 10. RETROACTIVE EFFECT. To the extent permitted by
applicable law, the rights and powers granted pursuant to this Article VI
shall apply to acts and actions occurring or in progress prior to its
adoption by the board of directors.
<PAGE>
ARTICLE VII
RECORDS AND BOOKS
Section 1. MAINTENANCE OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of
shares held by each stockholder.
Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep
at its principal executive office, or if its principal executive office is
not in this State at its principal business office in this State, the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the stockholders at all reasonable times during office hours.
If the principal executive office of the corporation is outside this state
and the corporation has no principal business office in this state, the
secretary shall, upon the written request of any stockholder, furnish to
such stockholder a copy of the bylaws as amended to date.
Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the stockholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written
form and the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written form.
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and
to inspect the physical properties of this corporation and any subsidiary
of this corporation. Such inspection by a director may be made in person
or by agent or attorney and the right of inspection includes the right to
copy and make extracts. The foregoing rights of inspection shall extend to
the records of each subsidiary of the corporation.
Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein
shall be interpreted as prohibiting the board of directors from issuing
annual or other periodic reports to the stockholders of the corporation as
they deem appropriate.
Section 5. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet of
the corporation as of the end of each such period, that has been prepared
by the corporation shall be kept on file in the principal executive office
of the corporation for twelve (12) months.
<PAGE>
Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT
AGENT. The corporation shall, on or before November of each year, file
with the Secretary of State of the State of Nevada, on the prescribed form,
a list of its officers and directors and a designation of its resident
agent in Nevada.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE. For purposes of determining the
stockholders entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days prior to
the date of any such meeting nor more than sixty (60) days prior to any
other action, and in such case only stockholders of record on the date so
fixed are entitled to notice and to vote or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date fixed as aforesaid, except as otherwise
provided in the Nevada General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled
to give consent to corporate action in writing without a meeting, when no
prior action by the board has been taken, shall be the day on which the
first written consent is given.
(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the
board adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
Section 2. CLOSING OF TRANSFER BOOKS. The directors may
prescribe a period not exceeding sixty (60) days prior to any meeting of
the stockholders during which no transfer of stock on the books of the
corporation may be made, or may fix a date not more than sixty (60) days
prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled
to notice or to vote at such meeting.
<PAGE>
Section 3. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.
Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
board of directors.
Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The board of directors, except as in the bylaws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the board of directors
or within the agency power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for
any purpose or to any amount.
Section 6. STOCK CERTIFICATES. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
stockholder when any such shares are fully paid, and the board of directors
may authorize the issuance of certificates or shares as partly paid
provided that such certificates shall state the amount of the consideration
to be paid therefor and the amount paid thereon. All certificates shall be
signed in the name of the corporation by the president or vice president
and by the treasurer or an assistant treasurer or the secretary or any
assistant secretary, certifying the number of shares and the class or
series of shares owned by the stockholder. When the corporation is
authorized to issue shares of more than one class or more than one series
of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholders upon request and without charge, a full or
summary statement of the designations, preferences and relatives,
participating, optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations or restrictions
of such rights, and, if the corporation shall be authorized to issue only
special stock, such certificate must set forth in full or summarize the
rights of the holders of such stock. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or
<PAGE>
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.
No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and
cancelled at the same time; provided, however, that a new certificate may
be issued without the surrender and cancellation of the old certificate if
the certificate thereto fore issued is alleged to have been lost, stolen or
destroyed. In case of any such allegedly lost, stolen or destroyed
certificate, the corporation may require the owner thereof or the legal
representative of such owner to give the corporation a bond (or other
adequate security) sufficient to indemnify it against any claim that may be
made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate.
Section 7. DIVIDENDS. Dividends upon the capital stock of
the corporation, subject to the provisions of the articles of
incorporation, if any, may be declared by the board of directors at any
regular or special meeting pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions
of the articles of incorporation.
Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the corporation, or for
such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such
reserves in the manner in which it was created.
Section 8. FISCAL YEAR. The fiscal year of the corporation
shall be fixed by resolution of the board of directors.
Section 9. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the
words "Corporate Seal, Nevada."
Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the board, the president, or any vice president, or any
other person authorized by resolution of the board of directors by any of
the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The
authority herein granted to said officers to vote or represent on behalf of
<PAGE>
the corporation any and all shares held by the corporation in any other
corporation or corporations may be exercised by any such officer in person
or by any person authorized to do so by proxy duly executed by said
officer.
Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the Nevada General Corporation Law shall govern the
construction of the bylaws. Without limiting the generality of the
foregoing, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation
and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the affirmative vote
of a majority of the outstanding shares entitled to vote, or by the written
assent of stockholders entitled to vote such shares, except as otherwise
provided by law or by the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the stockholders as provided in Section 1 of this Article, bylaws may be
adopted, amended or repealed by the board of directors.
<PAGE>
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of ANONYMOUS
DATA, INC., a Nevada corporation; and
2. That the foregoing Amended and Restated Bylaws, comprising
twenty (20) pages, constitute the Bylaws of said corporation as duly
adopted and approved by the board of directors of said corporation by a
Unanimous Written Consent dated as of 24th November, 1998 and duly adopted
and approved by the stockholders of said corporation at a special meeting
held on 24th November, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 24th day of November, 1998.
/s/ James E. Beecham
-----------------------------
James E. Beecham, Secretary
ADC
Anonymous Data Corporation
INCORPORATED UNDER THE LAWS OF THIS STATE OF NEVADA
100,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
THIS
CERTIFIES CUSIP 03633U 10 2
THAT SEE REVERSE FOR
CERTAIN DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
Anonymous Data Corporation
transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are subject to the laws
of this State of Nevada, and to the Certificate of Incorporation and Bylaws
of the Corporation, as now hereafter amended. This certificate is not
valid unless countersigned by the Transfer Agent. WITNESS the facsimile
seal of the Corporation and the signature of its duly authorized officers.
DATE
Anonymous Data Corporation
Corporate Seal
Nevada
SECRETARY
Anonymous Data Corporation
PRE INCORPORATION AGREEMENT
This PRE INCORPORATION AGREEMENT ("Agreement") is made by and between;
Anonymous Data Inc. (In Formation)
4340 South Valley View, Suite 210
Las Vegas, Nevada 89103
(702) 221-0756
a Nevada Corporation (hereinafter referred to as "Anonymous"), and;
James Beecham
8820 Cortile Drive
Las Vegas, Nevada 89134
an individual (hereinafter referred to as "Beecham"). Collectively,
Anonymous and Beecham are hereinafter referred to as "THE PARTIES".
WITNESSETH
WHEREAS, Beecham is the owner of patent rights pending, relating to a
medical biometric identification system ("Product"), and
WHEREAS, Anonymous is in its pre incorporation status, with a Nevada
corporation prepared and being filed within ten days following this
Agreement, and
WHEREAS, Anonymous desires to obtain an agreement for purposes of
distributing, reselling, marketing, and using the Product, on an exclusive
basis.
THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, it is agreed as follows.
DEFINITIONS AND INTERPRETATIONS
1. Captions and Section Numbers.
The headings and section references in this Pre Incorporation Agreement are
for convenience of reference only and do not form a part of this Pre
Incorporation Agreement and are not intended to interpret, define or limit
the scope, extent or intent of this Pre Incorporation Agreement or any
provisions thereof.
<PAGE>
2. Extended Meanings.
The words "hereof", "herein", "hereunder", "hereto" and similar expressions
used in any clause. Paragraph or section of this Pre Incorporation
Agreement and any Addendum and/or Exhibit
attached to this Pre Incorporation Agreement shall relate to the whole of
this Pre Incorporation Agreement including any attached Addendum and/or
Exhibit and not to that clause, paragraph or section only, unless otherwise
expressly provided.
3. Number and Gender.
In this Pre Incorporation Agreement words importing the masculine gender
include the feminine or neuter gender and words in the singular include the
plural, and vice versa.
4. Section References and Schedules.
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Pre Incorporation Agreement and any reference to a
schedule, addendum or exhibit by name, number and/or letter shall mean the
appropriate schedule, addendum or exhibit attached to this Pre
Incorporation Agreement and by such reference is incorporated into and made
part of this Pre Incorporation Agreement.
AGREEMENT
5. Agreement to License. Beecham agrees to provide exclusively to
Anonymous, on an option basis, the Product, upon terms and conditions to be
established by the Parties in a formal License Agreement to be executed at
a later date. The Parties acknowledge that upon completion of a formal
agreement, then this Agreement shall be superceded by such Agreement.
6. Agreement to Transfer Shares. Anonymous is currently in formation by
Beecham, and agrees, based upon Beecham providing the option to Anonymous
to acquire rights from Beecham in the future, that Beecham will receive six
million (6,000,000) shares of Anonymous stock at a price of $0.02 per
share, to be paid for over the next two years. The Parties acknowledge that
Anonymous has no other assets other than this option, and that the value of
the shares is extremely difficult to establish. There is no representation
whether implied or otherwise as to the value of the shares being issued.
The shares shall be restricted pusuant to Rule 144 as amended by the
Securities Exchange Commission.
7. Trade Secrets and Inventions.
Anonymous shall treat as proprietary any and all information belonging to
Beecham, it's affiliates or any third parties disclosed to Anonymous in the
course of the relationship between Beecham and Anonymous.
8. Notices.
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to
this section may be given, and shall be given by either certified mail,
express mail or other overnight courier service. Notices shall be deemed
given upon the earlier of actual receipt or three (3) business days after
being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and/or sent by the attorneys
for THE PARTIES giving such notice and, in connection therewith, THE
PARTIES and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such party to the extent
necessary to give such notice.
<PAGE>
9. Exclusion With Respect To Partnership.
THE PARTIES agree that in no way shall this Pre Incorporation Agreement be
construed as being an act of partnership between THE PARTIES hereto and
that no party hereto shall have, as a result of the execution of this Pre
Incorporation Agreement, any liability for the commitments of any other
party of any type, kind, son or variety.
10. Time Is Of The Essence.
Time is hereby expressly made of the essence of this Pre Incorporation
Agreement with respect to the performance by THE PARTIES of their
respective obligations hereunder.
11. Inurement.
This Pre Inorporation Agreement shall inure to the benefit of and be
binding upon THE PARTIES hereto and their respective heirs, executors,
administrators, personal representatives, successors, assigns and any
addendum attached hereto.
12. Entire Agreement.
This Pre Incorportion Agreement contains the entire agreement of THE
PARTIES. It is declared by THE PARTIES that there are no other oral or
written agreements or understanding between them affecting this Agreement
or relating to the business of Anonymous. The Parties intent to immediately
complete the formation of a Nevada corporation, at which time this
agreement shall be ratified by the authorized Board of Directors.
13. Amendments
This Agreement may be modified or amended provided such modifications
or amendments are mutually agreed upon by and between THE PARTIES hereto
and that said modifications or amendments are made only by an instrument in
writing signed by THE PARTIES or an oral agreement to the extent that THE
PARTIES carry it out.
14. Waivers.
No waiver of any provision or condition of this Agreement shall be valid
unless executed in writing and signed by the party to be bound thereby, and
then only to the extent specified in such waiver. No waiver of any
provision or condition of this Agreement shall be construed as a waiver of
any other provision or condition of this Agreement, and no present waiver
of any provision or condition of this Agreement shall be construed as a
future waiver of such provision or condition.
15. Non-waiver.
The failure of either party, at any time, to require any such performance
by any other party shall not be constructed as a waiver of such right to
require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
16. Construction of Agreement.
Each party and its counsel have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply
in the interpretation of this Agreement.
<PAGE>
17. Applicable Law.
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEVADA FOR WHICH THE
COURTS IN CLARK COUNTY, NEVADA SHALL HAVE JURISDICTION WITHOUT GIVING
EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY
STATE.
19. Severability.
If any provision of this Agreement shall be held to be contrary to law,
void, invalid or unenforceable for any reason, such provision shall be
deemed severed from this Pre Incorporation Agreement and the remaining
provisions of this Agreement shall continue to be valid and enforceable. If
a Court finds that any provision of this Agreement is contrary to law,
void, invalid or unenforceable and that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed to be
written, construed and enforced as so limited.
20. Execution In Counterpart: Telecopy-Fax.
This Pre Incorporation Agreement may be executed in counterparts, not
withstanding the date or dates upon which this Pre Incorporation Agreement
is executed and delivered by any of THE PARTIES, and shall be deemed to be
an original and all of which shall constitute one and the Pre Incorporation
Agreement effective as of the reference date first written below. The fully
executed telecopy (fax) version of this Pre Incorporation Agreement shall
be construed by all parties hereto as an original version of said Pre
Incorporation Agreement.
IN WITNESS WHEREOF, THE PARTIES hereto have set forth their hands and
seal in execution of this Pre Incorporation Agreement made this 1st day of
November 1996, by and between;
For and in behalf of Anonymous: James Beecham
By:/s/ James E. Beecham /s/James E. Beecham
----------------------------- ---------------------
1998 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Anonymous Data Corporation 1998 Stock
Option Plan (the "Plan") is to strengthen Anonymous Data Corporation, a
Nevada corporation ("Corporation"), by providing to employees, officers,
directors, consultants and independent contractors of the Corporation or
any of its subsidiaries (including dealers, distributors, and other
business entities or persons providing services on behalf of the
Corporation or any of its subsidiaries) added incentive for high levels of
performance and unusual efforts to increase the earnings of the
Corporation. The Plan seeks to accomplish this purpose by enabling
specified persons to purchase shares of the common stock of the
Corporation, $.001 par value, thereby increasing their proprietary interest
in the Corporation's success and encouraging them to remain in the employ
or service of the Corporation.
2. CERTAIN DEFINITIONS. As used in this Plan, the following words
and phrases shall have the respective meanings set forth below, unless the
context clearly indicates a contrary meaning:
2.1 "Board of Directors": The Board of Directors of the
Corporation.
2.2 "Committee": The Committee which shall administer the Plan
shall consist of the entire Board of Directors.
2.3 "Fair Market Value Per Share": The fair market value per
share of the Shares as determined by the Committee in good faith. The
Committee is authorized to make its determination as to the fair market
value per share of the Shares on the following basis: (i) if the Shares
are traded only otherwise than on a securities exchange and are not quoted
on the National Association of Securities Dealers' Automated Quotation
System ("NASDAQ"), but are quoted on the bulletin board or in the "pink
<PAGE>
sheets" published by the National Daily Quotation Bureau, the greater of
(a) the average of the mean between the average daily bid and average daily
asked prices of the Shares during2 the thirty (30) day period preceding the
date of grant of an Option, as quoted on the bulletin board or in the "pink
sheets" published by the National Daily Quotation Bureau, or (b) the mean
between the average daily bid and average daily asked prices of the Shares
on the date of grant, as published on the bulletin board or in such "pink
sheets;" (ii) if the Shares are traded only otherwise than on a securities
exchange and are quoted on NASDAQ, the greater of (a) the average of the
mean between the closing bid and closing asked prices of the Shares during
the thirty (30) day period preceding the date of grant of an Option, as
reported by the Wall Street Journal and (b) the mean between the closing
bid and closing asked prices of the Shares on the date of grant of an
Option, as reported by the Wall Street Journal; (iii) if the Shares are
admitted to trading on a securities exchange, the greater of (a) the
average of the daily closing prices of the Shares during the ten (10)
trading days preceding the date of grant of an Option, as quoted in the
Wall Street Journal, or (b) the daily closing price of the Shares on the
date of grant of an Option, as quoted in the Wall Street Journal; or (iv)
if the Shares are traded only otherwise than as described in (i), (ii) or
(iii) above, or if the Shares are not publicly traded, the value determined
by the Committee in good faith based upon the fair market value as
determined by completely independent and well qualified experts.
2.4 "Option": A stock option granted under the Plan.
2.5 "Incentive Stock Option": An Option intended to qualify for
treatment as an incentive stock option under Code Sections 421 and 422A,
and designated as an Incentive Stock Option.
<PAGE>
2.6 "Nonqualified Option": An Option not qualifying as an
Incentive Stock Option.
2.7 "Optionee": The holder of an Option.
2.8 "Option Agreement": The document setting forth the terms
and conditions of each Option.
2.9 "Shares": The shares of common stock $.001 par value of the
Corporation. 2.10 "Code": The Internal Revenue Code of 1986, as
amended.
2.11 "Subsidiary": Any corporation of which fifty percent (50%)
or more of total combined voting power of all classes of stock of such
corporation is owned by the Corporation or another Subsidiary (as so
defined).
3. ADMINISTRATION OF PLAN.
3.1 In General. This Plan shall be administered by the
Committee. Any action of the Committee with respect to administration of
the Plan shall be taken pursuant to (i) a majority vote at a meeting of the
Committee (to be documented by minutes), or (ii) the unanimous written
consent of its members.
3.2 Authority. Subject to the express provisions of this Plan,
the Committee shall have the authority to: (i) construe and interpret the
Plan, decide all questions and settle all controversies and disputes which
may arise in connection with the Plan and to define the terms used therein;
(ii) prescribe, amend and rescind rules and regulations relating to
administration of the Plan; (iii) determine the purchase price of the
Shares covered by each Option and the method of payment of such price,
individuals to whom, and the time or times at which, Options shall be
granted and exercisable and the number of Shares covered by each Option;
(iv) determine the terms and provisions of the respective Option Agreements
(which need not be identical); (v) determine the duration and purposes of
<PAGE>
leaves of absence which may be granted to participants without constituting
a termination of their employment for purposes of the Plan; and (vi) make
all other determinations necessary or advisable to the administration of
the Plan. Determinations of the Committee on matters referred to in this
Section 3 shall be conclusive and binding on all parties howsoever
concerned. With respect to Incentive Stock Options, the Committee shall
administer the Plan in compliance with the provisions of Code Section 422A
as the same may hereafter be amended from time to time. No member of the
Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option.
4. ELIGIBILITY AND PARTICIPATION.
4.1 In General. Only officers, employees and directors who are
also employees of the Corporation or any Subsidiary shall be eligible to
receive grants of Incentive Stock Options. Officers, employees and
directors (whether or not they are also employees) of the Corporation or
any Subsidiary, as well as consultants, independent contractors or other
service providers of the Corporation or any Subsidiary shall be eligible to
receive grants of Nonqualified Options. Within the foregoing limits, the
Committee, from time to time, shall determine and designate persons to whom
Options may be granted. All such designations shall be made in the
absolute discretion of the Committee and shall not require the approval of
the stockholders. In determining (i) the number of Shares to be covered by
each Option, (ii) the purchase price for such Shares and the method of
payment of such price (subject to the other sections hereof), (iii) the
individuals of the eligible class to whom Options shall be granted,
(iv) the terms and provisions of the respective Option Agreements, and
(v) the times at which such Options shall be granted, the Committee shall
take into account such factors as it shall deem relevant in connection with
accomplishing the purpose of the Plan as set forth in Section 1. An
<PAGE>
individual who has been granted an Option may be granted an additional
Option or Options if the Committee shall so determine. No Option shall be
granted under the Plan after November 24, 2008, but Options granted before
such date may be exercisable after such date.
4.2 Certain Limitations. In no event shall Incentive Stock
Options be granted to an Optionee such that the sum of (i) aggregate fair
market value (determined at the time the Incentive Stock Options are
granted) of the Shares subject to all Options granted under the Plan which
are exercisable for the first time during the same calendar year, plus (ii)
the aggregate fair market value (determined at the time the options are
granted) of all stock subject to all other incentive stock options granted
to such Optionee by the Corporation, its parent and Subsidiaries which are
exercisable for the first time during such calendar year, exceeds One
Hundred Thousand Dollars ($100,000). For purposes of the immediately
preceding sentence, fair market value shall be determined as of the date of
grant based on the Fair Market Value Per Share as determined pursuant to
Section 2.3.
5. AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION.
5.1 Shares. Subject to adjustment as provided in Section 5.2
below, the total number of Shares to be subject to Options granted pursuant
to this Plan shall not exceed One Million Five Hundred Thousand (1,500,000)
Shares. Shares subject to the Plan may be either authorized but unissued
shares or shares that were once issued and subsequently reacquired by the
Corporation; the Committee shall be empowered to take any appropriate
action required to make Shares available for Options granted under this
Plan. If any Option is surrendered before exercise or lapses without
exercise in full or for any other reason ceases to be exercisable, the
Shares reserved therefore shall continue to be available under the Plan.
<PAGE>
5.2 Adjustments. As used herein, the term "Adjustment Event"
means an event pursuant to which the outstanding Shares of the Corporation
are increased, decreased or changed into, or exchanged for a different
number or kind of shares or securities, without receipt of consideration by
the Corporation, through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split, stock dividend, stock
consolidation or otherwise. Upon the occurrence of an Adjustment Event,
(i) appropriate and proportionate adjustments shall be made to the number
and kind of shares and exercise price for the shares subject to the Options
which may thereafter be granted under this Plan, (ii) appropriate and
proportionate adjustments shall be made to the number and kind of and
exercise price for the shares subject to the then outstanding Options
granted under this Plan, and (iii) appropriate amendments to the Option
Agreements shall be executed by the Corporation and the Optionees if the
Committee determines that such an amendment is necessary or desirable to
reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the
substitution of securities of a corporation other than the Corporation, the
Committee shall make arrangements for the assumptions by such other
corporation of any Options then or thereafter outstanding under the Plan.
Notwithstanding the foregoing, such adjustment in an outstanding Option
shall be made without change in the total exercise price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to
the number of shares, kind of shares and exercise price for each share
subject to the Option. The determination by the Committee as to what
adjustments, amendments or arrangements shall be made pursuant to this
Section 5.2, and the extent thereof, shall be final and conclusive. No
fractional Shares shall be issued under the Plan on account of any such
adjustment or arrangement.
<PAGE>
6. TERMS AND CONDITIONS OF OPTIONS.
6.1 Intended Treatment as Incentive Stock Options. Incentive
Stock Options granted pursuant to this Plan are intended to be "incentive
stock options" to which Code Sections 421 and 422A apply, and the Plan
shall be construed and administered to implement that intent. If all or
any part of an Incentive Stock Option shall not be an "incentive stock
option" subject to Sections 421 or 422A of the Code, such Option shall
nevertheless be valid and carried into effect. All Options granted under
this Plan shall be subject to the terms and conditions set forth in this
Section 6 (except as provided in Section 5.2) and to such other terms and
conditions as the Committee shall determine to be appropriate to accomplish
the purpose of the Plan as set forth in Section 1.
6.2 Amount and Payment of Exercise Price.
6.2.1 Exercise Price. The exercise price per Share for
each Share which the Optionee is entitled to purchase under a Nonqualified
Option shall be determined by the Committee but shall not be less than
eighty-five percent (85%) of the Fair Market Value Per Share on the date of
the grant of the Nonqualified Option. The exercise price per Share for
each Share which the Optionee is entitled to purchase under an Incentive
Stock Option shall be determined by the Committee but shall not be less
than the Fair Market Value Per Share on the date of the grant of the
Incentive Stock Option; provided, however, that the exercise price shall
not be less than one hundred ten percent (110%) of the Fair Market Value
Per Share on the date of the grant of the Incentive Stock Option in the
case of an individual then owning (within the meaning of Code Section
425(d)) more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or of its parent or Subsidiaries.
<PAGE>
6.2.2 Payment of Exercise Price. The consideration to
be paid for the Shares to be issued upon exercise of an Option, including
the method of payment, shall be determined by the Committee and may consist
of promissory notes, shares of the common stock of the Corporation or such
other consideration and method of payment for the Shares as may be
permitted under applicable state and federal laws.
6.3 Exercise of Options.
6.3.1 Each Option granted under this Plan shall be
exercisable at such times and under such conditions as may be determined by
the Committee at the time of the grant of the Option and as shall be
permissible under the terms of the Plan; provided, however, in no event
shall an Option be exercisable after the expiration of ten (10) years from
the date it is granted, and in the case of an Optionee owning (within the
meaning of Code Section 425(d)), at the time an Incentive Stock Option is
granted, more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or of its parent or Subsidiaries,
such Incentive Stock Option shall not be exercisable later than five (5)
years after the date of grant.
6.3.2 An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a
partial exercise of an Option may not be for less than One Hundred (100)
Shares and shall not include any fractional shares.
6.4 Nontransferability of Options. All Options granted under
this Plan shall be nontransferable, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the Optionee's lifetime only by such Optionee.
<PAGE>
6.5 Effect of Termination of Employment or Other Relationship.
Except as otherwise determined by the Committee in connection with the
grant of Nonqualified Options, the effect of termination of an Optionee's
employment or other relationship with the Corporation on such Optionee's
rights to acquire Shares pursuant to the Plan shall be as follows:
6.5.1 Termination for Other than Disability or Cause.
If an Optionee ceases to be employed by, or ceases to have a relationship
with, the Corporation for any reason other than for disability or cause,
such Optionee's Options shall expire not later than three (3) months
thereafter. During such three (3) month period and prior to the expiration
of the Option by its terms, the Optionee may exercise any Option granted to
him, but only to the extent such Options were exercisable on the date of
termination of his employment or relationship and except as so exercised,
such Options shall expire at the end of such three (3) month period unless
such Options by their terms expire before such date. The decision as to
whether a termination for a reason other than disability, cause or death
has occurred shall be made by the Committee, whose decision shall be final
and conclusive, except that employment shall not be considered terminated
in the case of sick leave or other bona fide leave of absence approved by
the Corporation.
6.5.2 Disability. If an Optionee ceases to be employed
by, or ceases to have a relationship with, the Corporation by reason of
disability (within the meaning of Code Section 22(e)(3)), such Optionee's
Options shall expire not later than one (1) year thereafter. During such
one (1) year period and prior to the expiration of the Option by its terms,
the Optionee may exercise any Option granted to him, but only to the extent
such Options were exercisable on the date the Optionee ceased to be
employed by, or ceased to have a relationship with, the Corporation by
reason of disability and except as so exercised, such Options shall expire
at the end of such one (1) year period unless such Options by their terms
expire before such date. The decision as to whether a termination by
reason of disability has occurred shall be made by the Committee, whose
decision shall be final and conclusive.
<PAGE>
6.5.3 Termination for Cause. If an Optionee's
employment by, or relationship with, the Corporation is terminated for
cause, such Optionee's Option shall expire immediately; provided, however,
the Committee may, in its sole discretion, within thirty (30) days of such
termination, waive the expiration of the Option by giving written notice of
such waiver to the Optionee at such Optionee's last known address. In the
event of such waiver, the Optionee may exercise the Option only to such
extent, for such time, and upon such terms and conditions as if such
Optionee had ceased to be employed by, or ceased to have a relationship
with, the Corporation upon the date of such termination for a reason other
than disability, cause, or death. Termination for cause shall include
termination for malfeasance or gross misfeasance in the performance of
duties or conviction of illegal activity in connection therewith or any
conduct detrimental to the interests of the Corporation. The determination
of the Committee with respect to whether a termination for cause has
occurred shall be final and conclusive.
6.6 Withholding of Taxes. As a condition to the exercise, in
whole or in part, of any Options the Board of Directors may in its sole
discretion require the Optionee to pay, in addition to the purchase price
of the Shares covered by the Option an amount equal to any Federal, state
or local taxes that may be required to be withheld in connection with the
exercise of such Option.
6.7 No Rights to Continued Employment or Relationship.
Nothing contained in this Plan or in any Option Agreement shall obligate
the Corporation to employ or have another relationship with any Optionee
for any period or interfere in any way with the right of the Corporation to
reduce such Optionee's compensation or to terminate the employment of or
relationship with any Optionee at any time.
<PAGE>
6.8 Time of Granting Options. The time an Option is granted,
sometimes referred to herein as the date of grant, shall be the day the
Corporation executes the Option Agreement; provided, however, that if
appropriate resolutions of the Committee indicate that an Option is to be
granted as of and on some prior or future date, the time such Option is
granted shall be such prior or future date.
6.9 Privileges of Stock Ownership. No Optionee shall be
entitled to the privileges of stock ownership as to any Shares not actually
issued and delivered to such Optionee. No Shares shall be purchased upon
the exercise of any Option unless and until, in the opinion of the
Corporation's counsel, any then applicable requirements of any laws or
governmental or regulatory agencies having jurisdiction and of any
exchanges upon which the stock of the Corporation may be listed shall have
been fully complied with.
6.10 Securities Laws Compliance. The Corporation will diligently
endeavor to comply with all applicable securities laws before any Options
are granted under the Plan and before any Shares are issued pursuant to
Options. Without limiting the generality of the foregoing, the Corporation
may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Corporation may consider necessary or
advisable in order to comply with the Securities Act of 1933 as then in
effect, and may require that the Optionee agree that any sale of the
Shares will be made only in such manner as is permitted by the Committee.
The Committee in its discretion may cause the Shares underlying the Options
to be registered under the Securities Act of 1933, as amended, by the
filing of a Form S-8 Registration Statement covering the Options and Shares
underlying such Options. Optionee shall take any action reasonably
requested by the Corporation in connection with registration or
qualification of the Shares under federal or state securities laws.
<PAGE>
6.11 Option Agreement. Each Incentive Stock Option and
Nonqualified Option granted under this Plan shall be evidenced by the
appropriate written Stock Option Agreement ("Option Agreement") executed by
the Corporation and the Optionee in a form substantially the same as the
appropriate form of Option Agreement attached as Exhibit I or II hereto
(and made a part hereof by this reference) and shall contain each of the
provisions and agreements specifically required to be contained therein
pursuant to this Section 6, and such other terms and conditions as are
deemed desirable by the Committee and are not inconsistent with the purpose
of the Plan as set forth in Section 1.
7. PLAN AMENDMENT AND TERMINATION.
7.1 Authority of Committee. The Committee may at any time
discontinue granting Options under the Plan or otherwise suspend, amend or
terminate the Plan and may, with the consent of an Optionee, make such
modification of the terms and conditions of such Optionee's Option as it
shall deem advisable; provided that, except as permitted under the
provisions of Section 5.2, the Committee shall have no authority to make
any amendment or modification to this Plan or any outstanding Option
thereunder which would: (i) increase the maximum number of shares which
may be purchased pursuant to Options granted under the Plan, either in the
aggregate or by an Optionee (except pursuant to Section 5.2); (ii) change
the designation of the class of the employees eligible to receive Incentive
Stock Options; (iii) extend the term of the Plan or the maximum Option
period thereunder; (iv) decrease the minimum Incentive Stock Option price
or permit reductions of the price at which shares may be purchased for
Incentive Stock Options granted under the Plan; or (v) cause Incentive
Stock Options issued under the Plan to fail to meet the requirements of
incentive stock options under Code Section 422A. An amendment or
modification made pursuant to the provisions of this Section 7 shall be
deemed adopted as of the date of the action of the Committee effecting such
amendment or modification and shall be effective immediately, unless
otherwise provided therein, subject to approval thereof (1) within twelve
(12) months before or after the effective date by stockholders of the
<PAGE>
Corporation holding not less than a majority vote of the voting power of
the Corporation voting in person or by proxy at a duly held stockholders
meeting when required to maintain or satisfy the requirements of Code
Section 422A with respect to Incentive Stock Options, and (2) by any
appropriate governmental agency. No Option may be granted during any
suspension or after termination of the Plan.
7.2 Ten (10) Year Maximum Term. Unless previously terminated by
the Committee, this Plan shall terminate on November 24, 2008, and no
Options shall be granted under the Plan thereafter.
7.3 Effect on Outstanding Options. Amendment, suspension or
termination of this Plan shall not, without the consent of the Optionee,
alter or impair any rights or obligations under any Option theretofore
granted.
8. EFFECTIVE DATE OF PLAN. This Plan shall be effective as of
November 24, 1998, the date the Plan was adopted by the Board of Directors,
subject to the approval of the Plan by the affirmative vote of a majority
of the issued and outstanding Shares of common stock of the Corporation
represented and voting at a duly held meeting at which a quorum is present
within twelve (12) months thereafter. The Committee shall be authorized
and empowered to make grants of Options pursuant to this Plan prior to such
approval of this Plan by the stockholders; provided, however, in such event
the Option grants shall be made subject to the approval of both this Plan
and such Option grants by the stockholders in accordance with the
provisions of this Section 8.
9. MISCELLANEOUS PROVISIONS.
9.1 Exculpation and Indemnification. The Corporation shall
indemnify and hold harmless the Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any
act, or omission to act, in connection with the performance of such
persons' duties, responsibilities and obligations under the Plan, other
<PAGE>
than such liabilities, costs and expenses as may result from the gross
negligence, bad faith, willful conduct and/or criminal acts of such
persons.
9.2 Governing Law. The Plan shall be governed and construed in
accordance with the laws of the State of Delaware and the Code.
9.3 Compliance with Applicable Laws. The inability of the
Corporation to obtain from any regulatory body having jurisdiction
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares upon the exercise of an Option shall
relieve the Corporation of any liability in respect of the non-issuance or
sale of such Shares as to which such requisite authority shall not have
been obtained.
As approved by the Board of Directors of
ANONYMOUS DATA CORPORATION on November
24, 1998
By: /s/ James E. Beecham
----------------------------------
James E. Beecham, Secretary
<PAGE>
EXHIBIT I
[FORM OF]
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into as
of , by and between ANONYMOUS DATA CORPORATION,
a Nevada corporation ("Corporation"), and ("Optionee").
R E C I T A L S
A. On November 24, 1998, the Board of Directors of the Corporation
adopted, subject to the approval of the Corporation's shareholders, the
Anonymous Data Corporation 1998 Stock Option Plan (the "Plan").
B. Pursuant to the Plan, on ________________, the Board of Directors
of the Corporation acting as the Plan Committee ("Committee") authorized
granting to Optionee options to purchase shares of the common stock, $.001
par value, of the Corporation ("Shares") for the term and subject to the
terms and conditions hereinafter set forth.
A G R E E M E N T
It is hereby agreed as follows:
1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the
context otherwise clearly requires, terms with initial capital letters used
herein shall have the meanings assigned to such terms in the Plan.
<PAGE>
2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee,
options ("Options") to purchase all or any part of Shares, upon and
subject to the terms and conditions of the Plan, which is incorporated in
full herein by this reference, and upon the other terms and conditions set
forth herein.
3. OPTION PERIOD. The Options shall be exercisable at any time
during the period commencing on the following dates (subject to the
provisions of Section 18) and expiring on the date five (5) years from the
date of grant, unless earlier terminated pursuant to Section 7:
[terms of option vesting to be set forth here]
4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee
by giving written notice to the Corporation of the election to purchase and
of the number of Shares Optionee elects to purchase, such notice to be
accompanied by such other executed instruments or documents as may be
required by the Committee pursuant to this Agreement, and unless otherwise
directed by the Committee, Optionee shall at the time of such exercise
tender the purchase price of the Shares he has elected to purchase. An
Optionee may purchase less than the total number of Shares for which the
Option is exercisable, provided that a partial exercise of an Option may
not be for less than One Hundred (100) Shares. If Optionee shall not
purchase all of the Shares which he is entitled to purchase under the
Options, his right to purchase the remaining unpurchased Shares shall
continue until expiration of the Options. The Options shall be exercisable
with respect of whole Shares only, and fractional Share interests shall be
disregarded.
5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each
Share which Optionee is entitled to purchase under the Options shall be
per Share.
<PAGE>
6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender in cash or by certified or
bank cashier's check payable to the Corporation, the purchase price for all
Shares then being purchased. Provided, however, the Board of Directors
may, in its sole discretion, permit payment by the Corporation of the
purchase price in whole or in part with Shares. If the Optionee is so
permitted, and the Optionee elects to make payment with Shares, the
Optionee shall deliver to the Corporation certificates representing the
number of Shares in payment for new Shares, duly endorsed for transfer to
the Corporation, together with any written representations relating to
title, liens and encumbrances, securities laws, rules and regulatory
compliance, or other matters, reasonably requested by the Board of
Directors. The value of Shares so tendered shall be their Fair Market
Value Per Share on the date of the Optionee's notice of exercise.
7. EFFECT OF TERMINATION OF EMPLOYMENT. If an Optionee's employment
or other relationship with the Corporation (or a Subsidiary) terminates,
the effect of the termination on the Optionee's rights to acquire Shares
shall be as follows:
7.1 Termination for Other than Disability or Cause. If an
Optionee ceases to be employed by, or ceases to have a relationship with,
the Corporation or a Subsidiary for any reason other than for disability or
cause, such Optionee's Options shall expire not later than three (3) months
thereafter. During such three (3) month period and prior to the expiration
of the Option by its terms, the Optionee may exercise any Option granted to
him, but only to the extent such Options were exercisable on the date of
termination of his employment or relationship and except as so exercised,
such Options shall expire at the end of such three (3) month period unless
such Options by their terms expire before such date. The decision as to
whether a termination for a reason other than disability, cause or death
<PAGE>
has occurred shall be made by the Committee, whose decision shall be final
and conclusive, except that employment shall not be considered terminated
in the case of sick leave or other bona fide leave of absence approved by
the Corporation.
7.2 Disability. If an Optionee ceases to be employed by, or
ceases to have a relationship with, the Corporation or a Subsidiary by
reason of disability (within the meaning of Code Section 22(e)(3)), such
Optionee's Options shall expire not later than one (1) year thereafter.
During such one (1) year period and prior to the expiration of the Option
by its terms, the Optionee may exercise any Option granted to him, but only
to the extent such Options were exercisable on the date the Optionee ceased
to be employed by, or ceased to have a relationship with, the Corporation
or Subsidiary by reason of disability. The decision as to whether a
termination by reason of disability has occurred shall be made by the
Committee, whose decision shall be final and conclusive.
7.3 Termination for Cause. If an Optionee's employment by, or
relationship with, the Corporation or a Subsidiary is terminated for cause,
such Optionee's Option shall expire immediately; provided, however, the
Committee may, in its sole discretion, within thirty (30) days of such
termination, waive the expiration of the Option by giving written notice of
such waiver to the Optionee at such Optionee's last known address. In the
event of such waiver, the Optionee may exercise the Option only to such
extent, for such time, and upon such terms and conditions as if such
Optionee had ceased to be employed by, or ceased to have a relationship
with, the Corporation or a Subsidiary upon the date of such termination for
a reason other than disability, cause or death. Termination for cause
shall include termination for malfeasance or gross misfeasance in the
performance of duties or conviction of illegal activity in connection
therewith or any conduct detrimental to the interests of the Corporation or
a Subsidiary. The determination of the Committee with respect to whether
a termination for cause has occurred shall be final and conclusive.
<PAGE>
8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be
transferable, either voluntarily or by operation of law, otherwise than by
will or the laws of descent and distribution and shall be exercisable
during the Optionee's lifetime only by Optionee.
9. ADDITIONAL RESTRICTIONS REGARDING DISPOSITIONS OF SHARES. The
Shares acquired pursuant to the exercise of Options shall be subject to the
restrictions set forth in Exhibit "A" attached hereto and incorporated
herein as if fully set forth.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the
term "Adjustment Event" means an event pursuant to which the outstanding
Shares of the Corporation are increased, decreased or changed into, or
exchanged for a different number or kind of shares or securities, without
receipt of consideration by the Corporation, through reorganization,
merger, recapitalization, reclassification, stock split, reverse stock
split, stock dividend, stock consolidation or otherwise. Upon the
occurrence of an Adjustment Event, (i) appropriate and proportionate
adjustments shall be made to the number and kind and exercise price for the
shares subject to the Options, and (ii) appropriate amendments to this
Agreement shall be executed by the Corporation and Optionee if the
Committee determines that such an amendment is necessary or desirable to
reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the
substitution of securities of a corporation other than the Corporation, the
Committee shall make arrangements for the assumptions by such other
corporation of the Options. Notwithstanding the foregoing, any such
adjustment to the Options shall be made without change in the total
exercise price applicable to the unexercised portion of the Options, but
with an appropriate adjustment to the number of shares, kind of shares and
exercise price for each share subject to the Options. The determination by
<PAGE>
the Committee as to what adjustments, amendments or arrangements shall be
made pursuant to this Section 10, and the extent thereof, shall be final
and conclusive. No fractional Shares shall be issued on account of any
such adjustment or arrangement.
11. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Agreement shall obligate the Corporation to employ or
have another relationship with Optionee for any period or interfere in any
way with the right of the Corporation to reduce Optionee's compensation or
to terminate the employment of or relationship with Optionee at any time.
12. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
.
13. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to
the privileges of stock ownership as to any Shares not actually issued and
delivered to Optionee. No Shares shall be purchased upon the exercise of
any Options unless and until, in the opinion of the Corporation's counsel,
any then applicable requirements of any laws, or governmental or regulatory
agencies having jurisdiction, and of any exchanges upon which the stock of
the Corporation may be listed shall have been fully complied with.
14. SECURITIES LAWS COMPLIANCE. The Corporation will diligently
endeavor to comply with all applicable securities laws before any stock is
issued pursuant to the Options. Without limiting the generality of the
foregoing, the Corporation may require from the Optionee such investment
representation or such agreement, if any, as counsel for the Corporation
may consider necessary in order to comply with the Securities Act of 1933
as then in effect, and may require that the Optionee agree that any sale of
the Shares will be made only in such manner as is permitted by the
Committee. The Committee may in its discretion cause the Shares underlying
the Options to be registered under the Securities Act of 1933 as amended by
filing a Form S-8 Registration Statement covering the Options and the
<PAGE>
Shares underlying the Options. Optionee shall take any action reasonably
requested by the Corporation in connection with registration or
qualification of the Shares under federal or state securities laws.
15. INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS. The Options
granted herein are intended to be "incentive stock options" to which
Sections 421 and 422A of the Internal Revenue Code of 1986, as amended from
time to time ("Code") apply, and shall be construed to implement that
intent. If all or any part of the Options shall not be subject to
Sections 421 and 422A of the Code, the Options shall nevertheless be valid
and carried into effect.
16. PLAN CONTROLS. The Options shall be subject to and governed by
the provisions of the Plan. All determinations and interpretations of the
Plan made by the Committee shall be final and conclusive.
17. SHARES SUBJECT TO LEGEND. If deemed necessary by the
Corporation's counsel, all certificates issued to represent Shares
purchased upon exercise of the Options shall bear such appropriate legend
conditions as counsel for the Corporation shall require.
18. CONDITIONS TO OPTIONS.
18.1 Compliance with Applicable Laws. THE CORPORATION'S
OBLIGATION TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS
IS EXPRESSLY CONDITIONED UPON THE COMPLETION BY THE CORPORATION OF ANY
REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR
FEDERAL LAW OR RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY,
OR THE MAKING OF SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS
AND UNDERTAKINGS BY THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE
<PAGE>
OPTION IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY EXEMPTION FROM ANY
SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES WHICH THE COMMITTEE
SHALL, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE. SUCH REQUIRED
REPRESENTATIONS AND UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS
THAT THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT
PURCHASING SUCH SHARES FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON
THE FACE AND REVERSE OF ANY CERTIFICATES A LEGEND SETTING FORTH ANY
REPRESENTATIONS AND UNDERTAKINGS WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR
A REFERENCE THERETO.
18.2 SHAREHOLDER APPROVAL OF PLAN. IF THE OPTIONS GRANTED HEREBY
ARE GRANTED PRIOR TO APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE
CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS
MADE HEREBY IS EXPRESSLY CONDITIONED UPON AND SUCH OPTIONS SHALL NOT BE
EXERCISABLE UNTIL THE APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE
CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.
18.3 Maximum Exercise Period. Notwithstanding any provision of
this Agreement to the contrary, the Options shall expire no later than ten
years from the date hereof or five years if, as of the date hereof, the
Optionee owns or is considered to own by reason of Code Section 425(d) more
than 10% of the total combined voting power of all classes of stock of the
Corporation or any Subsidiary or parent corporation of the Corporation.
<PAGE>
19. MISCELLANEOUS.
19.1 Binding Effect. This Agreement shall bind and inure to the
benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.
19.2 Further Acts. Each party agrees to perform any further acts
and execute and deliver any documents which may be necessary to carry out
the provisions of this Agreement.
19.3 Amendment. This Agreement may be amended at any time by the
written agreement of the Corporation and the Optionee.
19.4 Syntax. Throughout this Agreement, whenever the context so
requires, the singular shall include the plural, and the masculine gender
shall include the feminine and neuter genders. The headings and captions
of the various Sections hereof are for convenience only and they shall not
limit, expand or otherwise affect the construction or interpretation of
this Agreement.
19.5 Choice of Law. The parties hereby agree that this Agreement
has been executed and delivered in the State of California and shall be
construed, enforced and governed by the laws thereof. This Agreement is in
all respects intended by each party hereto to be deemed and construed to
have been jointly prepared by the parties and the parties hereby expressly
agree that any uncertainty or ambiguity existing herein shall not be
interpreted against either of them.
19.6 Severability. In the event that any provision of this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this
Agreement.
<PAGE>
19.7 Notices. All notices and demands between the parties hereto
shall be in writing and shall be served either by registered or certified
mail, and such notices or demands shall be deemed given and made
forty-eight (48) hours after the deposit thereof in the United States mail,
postage prepaid, addressed to the party to whom such notice or demand is to
be given or made, and the issuance of the registered receipt therefor. If
served by telegraph, such notice or demand shall be deemed given and made
at the time the telegraph agency shall confirm to the sender, delivery
thereof to the addressee. All notices and demands to Optionee or the
Corporation may be given to them at the following addresses:
If to Optionee:
If to Corporation: Anonymous Data Corporation
Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.
19.8 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter
hereof, this Agreement supersedes all prior and contemporaneous agreements
and understandings of the parties, and there are no warranties,
representations or other agreements between the parties in connection with
the subject matter hereof except as set forth or referred to herein. No
<PAGE>
supplement, modification or waiver or termination of this Agreement shall
be binding unless executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.
19.9 Attorneys' Fees. In the event that any party to this
Agreement institutes any action or proceeding, including, but not limited
to, litigation or arbitration, to preserve, to protect or to enforce any
right or benefit created by or granted under this Agreement, the prevailing
party in each respective such action or proceeding shall be entitled, in
addition to any and all other relief granted by a court or other tribunal
or body, as may be appropriate, to an award in such action or proceeding of
that sum of money which represents the attorneys' fees reasonably incurred
by the prevailing party therein in filing or otherwise instituting and in
prosecuting or otherwise pursuing or defending such action or proceeding,
and, additionally, the attorneys' fees reasonably incurred by such
prevailing party in negotiating any and all matters underlying such action
or proceeding and in preparation for instituting or defending such action
or proceeding.
IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date first set forth above.
"CORPORATION"
ANONYMOUS DATA CORORATION
a Nevada corporation
By:
----------------------------------
Secretary
"OPTIONEE"
----------------------------------
<PAGE>
EXHIBIT II
[FORM OF]
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered
into as of , by and between ANONYMOUS DATA
CORPORATION, a Nevada corporation ("Corporation"), and ____________________
("Optionee").
R E C I T A L S
A. On November 24, 1998, the Board of Directors of the Corporation
adopted, subject to the approval of the Corporation's shareholders, the
Anonymous Data Corporation 1998 Stock Option Plan (the "Plan").
B. Pursuant to the Plan, on , the Board of
Directors of the Corporation acting as the Plan Committee ("Committee")
authorized granting to Optionee options to purchase shares of the common
stock, $.001 par value, of the Corporation ("Shares") for the term and
subject to the terms and conditions hereinafter set forth.
A G R E E M E N T
It is hereby agreed as follows:
1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the
context otherwise clearly requires, terms with initial capital letters used
herein shall have the meanings assigned to such terms in the Plan.
<PAGE>
2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee,
options ("Options") to purchase all or any part of __________ Shares, upon
and subject to the terms and conditions of the Plan, which is incorporated
in full herein by this reference, and upon the other terms and conditions
set forth herein.
3. OPTION PERIOD. The Options shall be exercisable at any time
during the period commencing on the following dates (subject to the
provisions of Section 18) and expiring on the date five (5) years from the
date of grant, unless earlier terminated pursuant to Section 7:
[Terms of vesting to be set forth here]
4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee
by giving written notice to the Corporation of the election to purchase and
of the number of Shares Optionee elects to purchase, such notice to be
accompanied by such other executed instruments or documents as may be
required by the Committee pursuant to this Agreement, and unless otherwise
directed by the Committee, Optionee shall at the time of such exercise
tender the purchase price of the Shares he has elected to purchase. An
Optionee may purchase less than the total number of Shares for which the
Option is exercisable, provided that a partial exercise of an Option may
not be for less than One Hundred (100) Shares. If Optionee shall not
purchase all of the Shares which he is entitled to purchase under the
Options, his right to purchase the remaining unpurchased Shares shall
continue until expiration of the Options. The Options shall be exercisable
with respect of whole Shares only, and fractional Share interests shall be
disregarded.
<PAGE>
5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each
Share which Optionee is entitled to purchase under the Options shall be $
per Share.
6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender in cash or by certified or
bank cashier's check payable to the Corporation, the purchase price for all
Shares then being purchased. Provided, however, the Board of Directors
may, in its sole discretion, permit payment by the Corporation of the
purchase price in whole or in part with Shares. If the Optionee is so
permitted, and the Optionee elects to make payment with Shares, the
Optionee shall deliver to the Corporation certificates representing the
number of Shares in payment for new Shares, duly endorsed for transfer to
the Corporation, together with any written representations relating to
title, liens and encumbrances, securities laws, rules and regulatory
compliance, or other matters, reasonably requested by the Board of
Directors. The value of Shares so tendered shall be their Fair Market
Value Per Share on the date of the Optionee's notice of exercise.
7. EFFECT OF TERMINATION OF RELATIONSHIP OR DEATH. If Optionee's
relationship with the Corporation as a director terminates (whether
voluntarily or involuntarily because he is not re-elected by the
shareholders), or if optionee dies, all options which have previously
vested shall expire six (6) months thereafter. All unvested options shall
laps and automatically expire. During such six (6) month period (or such
shorter period prior to the expiration of the Option by its own terms),
such Options may be exercised by the Optionee, his executor or
administrator or the person or persons to whom the Option is transferred by
will or the applicable laws of descent and distribution, as the case may
be, but only to the extent such Options were exercisable on the date
Optionee ceased to have a relationship with the Corporation as a director
or died.
<PAGE>
8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be
transferable, either voluntarily or by operation of law, otherwise than by
will or the laws of descent and distribution and shall be exercisable
during the Optionee's lifetime only by Optionee.
9. ADDITIONAL RESTRICTIONS REGARDING DISPOSITIONS OF SHARES. The
Shares acquired pursuant to the exercise of Options shall be subject to the
restrictions set forth in Exhibit "A" attached hereto and incorporated
herein as if fully set forth.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the
term "Adjustment Event" means an event pursuant to which the outstanding
Shares of the Corporation are increased, decreased or changed into, or
exchanged for a different number or kind of shares or securities, without
receipt of consideration by the Corporation, through reorganization,
merger, recapitalization, reclassification, stock split, reverse stock
split, stock dividend, stock consolidation or otherwise. Upon the
occurrence of an Adjustment Event, (i) appropriate and proportionate
adjustments shall be made to the number and kind and exercise price for the
shares subject to the Options, and (ii) appropriate amendments to this
Agreement shall be executed by the Corporation and Optionee if the
Committee determines that such an amendment is necessary or desirable to
reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the
substitution of securities of a corporation other than the Corporation, the
Committee shall make arrangements for the assumptions by such other
corporation of the Options. Notwithstanding the foregoing, any such
adjustment to the Options shall be made without change in the total
exercise price applicable to the unexercised portion of the Options, but
with an appropriate adjustment to the number of shares, kind of shares and
exercise price for each share subject to the Options. The determination by
the Committee as to what adjustments, amendments or arrangements shall be
made pursuant to this Section 10, and the extent thereof, shall be final
<PAGE>
and conclusive. No fractional Shares shall be issued on account of any
such adjustment or arrangement.
11. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Agreement shall obligate the Corporation to employ or
have another relationship with Optionee for any period or interfere in any
way with the right of the Corporation to reduce Optionee's compensation or
to terminate the employment of or relationship with Optionee at any time.
12. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
.
13. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to
the privileges of stock ownership as to any Shares not actually issued and
delivered to Optionee. No Shares shall be purchased upon the exercise of
any Options unless and until, in the opinion of the Corporation's counsel,
any then applicable requirements of any laws, or governmental or regulatory
agencies having jurisdiction, and of any exchanges upon which the stock of
the Corporation may be listed shall have been fully complied with.
14. SECURITIES LAWS COMPLIANCE. The Corporation will diligently
endeavor to comply with all applicable securities laws before any stock is
issued pursuant to the Options. Without limiting the generality of the
foregoing, the Corporation may require from the Optionee such investment
representation or such agreement, if any, as counsel for the Corporation
may consider necessary in order to comply with the Securities Act of 1933
as then in effect, and may require that the Optionee agree that any sale of
the Shares will be made only in such manner as is permitted by the
Committee. The Committee may in its discretion cause the Shares underlying
the Options to be registered under the Securities Act of 1933 as amended by
filing a Form S-8 Registration Statement covering the Options and the
<PAGE>
Shares underlying the Options. Optionee shall take any action reasonably
requested by the Corporation in connection with registration or
qualification of the Shares under federal or state securities laws.
15. INTENDED TREATMENT AS NON-QUALIFIED STOCK OPTIONS. The Options
granted herein are intended to be non-qualified stock options described in
U.S. Treasury Regulation ("Treas. Reg.") 1.83-7 to which Sections 421 and
422A of the Internal Revenue Code of 1986, as amended from time to time
("Code") do not apply, and shall be construed to implement that intent. If
all or any part of the Options shall not be described in Treas. Reg.
1.83-7 or be subject to Sections 421 and 422A of the Code, the Options
shall nevertheless be valid and carried into effect.
16. PLAN CONTROLS. The Options shall be subject to and governed by
the provisions of the Plan. All determinations and interpretations of the
Plan made by the Committee shall be final and conclusive.
17. SHARES SUBJECT TO LEGEND. If deemed necessary by the
Corporation's counsel, all certificates issued to represent Shares
purchased upon exercise of the Options shall bear such appropriate legend
conditions as counsel for the Corporation shall require.
18. CONDITIONS TO OPTIONS.
18.1 Compliance with Applicable Laws. THE CORPORATION'S
OBLIGATION TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS
IS EXPRESSLY CONDITIONED UPON THE COMPLETION BY THE CORPORATION OF ANY
REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR
FEDERAL LAW OR RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY,
OR THE MAKING OF SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS
<PAGE>
AND UNDERTAKINGS BY THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE
OPTION IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY EXEMPTION FROM ANY
SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES WHICH THE COMMITTEE
SHALL, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE. SUCH REQUIRED
REPRESENTATIONS AND UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS
THAT THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT
PURCHASING SUCH SHARES FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON
THE FACE AND REVERSE OF ANY CERTIFICATES A LEGEND SETTING FORTH ANY
REPRESENTATIONS AND UNDERTAKINGS WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR
A REFERENCE THERETO.
18.2 SHAREHOLDER APPROVAL OF PLAN. IF THE OPTIONS GRANTED HEREBY
ARE GRANTED PRIOR TO APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE
CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS
MADE HEREBY IS EXPRESSLY CONDITIONED UPON AND SUCH OPTIONS SHALL NOT BE
EXERCISABLE UNTIL THE APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE
CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.
19. MISCELLANEOUS.
19.1 Binding Effect. This Agreement shall bind and inure to the
benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.
<PAGE>
19.2 Further Acts. Each party agrees to perform any further acts
and execute and deliver any documents which may be necessary to carry out
the provisions of this Agreement.
19.3 Amendment. This Agreement may be amended at any time by the
written agreement of the Corporation and the Optionee.
19.4 Syntax. Throughout this Agreement, whenever the context so
requires, the singular shall include the plural, and the masculine gender
shall include the feminine and neuter genders. The headings and captions
of the various Sections hereof are for convenience only and they shall not
limit, expand or otherwise affect the construction or interpretation of
this Agreement.
19.5 Choice of Law. The parties hereby agree that this Agreement
has been executed and delivered in the State of California and shall be
construed, enforced and governed by the laws thereof. This Agreement is in
all respects intended by each party hereto to be deemed and construed to
have been jointly prepared by the parties and the parties hereby expressly
agree that any uncertainty or ambiguity existing herein shall not be
interpreted against either of them.
19.6 Severability. In the event that any provision of this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this
Agreement.
19.7 Notices. All notices and demands between the parties hereto
shall be in writing and shall be served either by registered or certified
mail, and such notices or demands shall be deemed given and made
forty-eight (48) hours after the deposit thereof in the United States mail,
postage prepaid, addressed to the party to whom such notice or demand is to
be given or made, and the issuance of the registered receipt therefor. If
served by telegraph, such notice or demand shall be deemed given and made
at the time the telegraph agency shall confirm to the sender, delivery
<PAGE>
thereof to the addressee. All notices and demands to Optionee or the
Corporation may be given to them at the following addresses:
If to Optionee: _________________________
_________________________
_________________________
If to Corporation: Anonymous Data Corporation
Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.
19.8 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter
hereof, this Agreement supersedes all prior and contemporaneous agreements
and understandings of the parties, and there are no warranties,
representations or other agreements between the parties in connection with
the subject matter hereof except as set forth or referred to herein. No
supplement, modification or waiver or termination of this Agreement shall
be binding unless executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.
19.9 Attorneys' Fees. In the event that any party to this
Agreement institutes any action or proceeding, including, but not limited
to, litigation or arbitration, to preserve, to protect or to enforce any
right or benefit created by or granted under this Agreement, the prevailing
party in each respective such action or proceeding shall be entitled, in
<PAGE>
addition to any and all other relief granted by a court or other tribunal
or body, as may be appropriate, to an award in such action or proceeding of
that sum of money which represents the attorneys' fees reasonably incurred
by the prevailing party therein in filing or otherwise instituting and in
prosecuting or otherwise pursuing or defending such action or proceeding,
and, additionally, the attorneys' fees reasonably incurred by such
prevailing party in negotiating any and all matters underlying such action
or proceeding and in preparation for instituting or defending such action
or proceeding.
IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date first set forth above.
"CORPORATION"
ANONYMOUS DATA CORPORATION
a Nevada corporation
By:
---------------------------------
Secretary
"OPTIONEE"
-----------------------------------
CONSULTING AGREEMENT
This Consulting Agreement, (the "Agreement"), by and between, Anonymous
Data Corporation (the "Company"), Las Vegas, Nevada 89103 and C.L. McIntosh
& Associates, Inc., (the "Consultant"), Rockville, MD 20852-2419.
A. The Consultant has a background in the regulation of biologic
products, and is willing to provide services to the Company based on
this background.
B. The Company desires to have services provided by the Consultant.
Therefore, the parties agree as follows:
1. Description of Services.
Beginning on the date this agreement is signed by authorized
representatives of the Company and the Consultant, the Consultant
will provide the following services, (collectively the
"Services"): A broad range of consultation on the regulation of
medical devices, including the approval of products by the Food
and Drug Administration, interpretation of FDA regulations, and
complying with FDA requirements.
2. Performance of Services.
The manner in which the Services are to be performed and the
specific hours to be worked by the consultant shall be determined
by the Consultant. The Company will rely on the Consultant to
work as many hours as may be reasonably necessary to fulfill the
Consultant's obligations under this Agreement.
3. Payment to Consultant.
The Company will pay a fee to the Consultant based on $175.00 per
hour for services provided. This amount shall be payable monthly,
due upon receipt in the month following the period during which
the services were performed. Interest charges will accrue at 1.5%
per month on unpaid balances in excess of 30 days from invoice
date. Other Consultants may work on specific projects and will be
paid between $125.00 and $250.00 per hour depending on the area
of expertise required with prior Company approval.
Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that the Consultant shall be
entitled to payments for periods or partial periods that occurred
prior to the date of termination and for which the Consultant has
not yet been paid.
1 of 5
<PAGE
4. Retainer.
A retainer of $1,000 will be required to initiate Services from
the Consultant. Upon termination of this Agreement, the retainer
will be applied towards the lasting bill invoice.
5. Expenses of Consultant.
The Consultant shall be entitled to reimbursement from the
Company for all "out-of-pocket" expenses with prior Company
approval.
6. Support Services for the Consultant.
The Company will not provide support services, including office
space and secretarial services, for the benefit of the
Consultant.
7. New Project Approval.
The Consultant and the Company recognize that the Consultant's
Services may include working on various projects. The Consultant
shall obtain the approval of the Company prior to the
commencement of a new project or spending in excess of five (5)
additional hours per month chargeable to Company.
8. Term/Termination.
This Agreement shall be effective for a 12 month period and shall
automatically renew for successive terms of the same duration,
unless either party provides 30 days' written notice to the other
party prior to the termination of the applicable initial term or
renewal term.
9. Relationship of Parties.
It is understood by the parties that the Consultant is an
independent contractor with respect to the Company, and not an
employee of the Company. The Company will not provide fringe
benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of the Consultant.
10. Gratuities.
The Consultant shall not give gifts or provide entertainment or
any other personal favor to (or accept such items from) any
person or organization with whom the Company may have or is
likely to have any business dealings.
2 of 5
<PAGE>
11. Disclosure.
The Consultant is required to disclose any outside activities or
interests, including ownership or participation in the
development of prior inventions, that conflict or may conflict
with the best interests of the Company. Prompt disclosure is
required under this paragraph if the activity or interest is
related, directly or indirectly, to any activity that the
Consultant may be involved with on behalf of the Company.
12. Consultant's Employees.
The Consultant's employees, if any, who perform services for the
Company under this Agreement shall also be bound by the provision
of this Agreement. At the request of the Company, the Consultant
shall provide adequate evidence that such persons are the
Consultant's employees.
13. Injuries to Consultant.
The Consultant acknowledges the Consultant's obligation to obtain
appropriate insurance coverage for the benefit of the Consultant
(and the Consultant's employees, if any). The Consultant waives
any rights to recovery from the Company for any injuries that the
Consultant (and/or the Consultant's employees) may sustain while
performing services under this Agreement and that are the result
of the negligence of the Consultant or the Consultant's
employees.
14. Confidentiality.
The Consultant recognizes that the Company has and will have
products, prices, business affairs, future plans, trade secrets,
process information, customer lists, technical information,
product design information, and other proprietary information
(collectively, "Information") which are valuable, special and
unique assets of the Company. The Consultant agrees that the
Consultant will not at any time or in any manner, either directly
or indirectly, use any Information for the Consultant's own
benefit, or divulge, disclose or communicate in any manner any
information without the prior written consent of the Company. The
Consultant will protect the Information and treat it as strictly
confidential. A violation of this paragraph shall be a material
violation of this Agreement.
a. Unauthorized Disclosure of Information.
If it appears that the Consultant has disclosed (or has
threatened to disclose) Information in violation of this
Agreement, the Company shall be entitled to an injunction to
restrain the Consultant from disclosing, in whole or in
part, such Information, or from providing any services to
any party to whom such Information has been disclosed or may
be disclosed. The Company shall not be prohibited by this
provision from pursuing other remedies, including a claim
for losses and damages.
3 of 5
<PAGE>
b. Services by Consultant to Third Parties.
The parties recognize that the Consultant may provide
consulting services to third parties. However, the
Consultant is bound by the confidentiality provisions of
this Agreement, and the Consultant may not use the
Information, directly or indirectly, for the benefit of
third parties.
15. Notices.
All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person
or deposited in the United States mail, postage prepaid,
addressed as follows:
Company: Anonymous Data Corporation
4340 S. Valley View
Suite 210
Las Vegas, NV 89103
Consultant: Ronald E. Mayner
Attention: Charles L. McIntosh, M.D., Ph.D.
C.L.McIntosh & Associates, Inc.
12300 Twinbrook Parkway, Suite 625
Rockville, MD 20852
Such addresses may be changed from time to time by either
party by providing written notice in the manner set forth
above.
16. Entire Agreement.
This Agreement contains the entire agreement of the parties and
there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
17. Amendment.
This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
18. Severability.
If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that
by limiting such provision it would become valid and enforceable,
then such provision shall be deemed to be written, construed, and
enforced as so limited.
4 of 5
<PAGE>
19. Waiver of Contractual Right.
The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce any compel strict
compliance with every provision of this Agreement.
20. Applicable Law.
This Agreement shall be governed by the laws of the State of
Maryland.
Anonymous Data Corporation
By: J.E. Beecham Date: 19 Aug 1997
Title: CEO
C.L. McIntosh & Associates, Inc.
By: Charles L. McIntosh, M.D., Ph.D. Date: 18 Aug 1997
President
5 of 5
CONSULTING CONTRACT
This consulting agreement ("Agreement") is made and entered into by
and between
Sher-Janel T. Todd, MSN, and Anonymous Data Corporation
("Independent Contractor") ("Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Agreement. The Initial Term of this agreement agreement shall
be from 29 August 1997 to 29 August 1998.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may, by mutual written agreement,
extend Independent Contractor's agreement for such additional periods as
they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of focus group
research and market research and for such other tasks as may be mutually
agreed upon in writing between the CONSULTANT and Anonymous Data
Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $50 per hour plus authorized and
reasonable expenses in regards to duties assigned by Company to Independent
Contractor.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no
obligation whatsoever to mitigate damages hereunder. If litigation shall
be brought to enforce or interpret any provision contained herein, Company,
to the extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor
at all times during and after the term of this Agreement to the maximum
extent permitted under applicable Nevada state law, and shall pay
Independent Contractor's expenses in defending any civil or criminal
action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for consultation services and shall
not be transferred or assigned by the CONSULTANT without prior written
consent of Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
<PAGE>
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 11th day of September, 1997.
CONSULTANT
/s/Sher-Todd
__________________________
Independent Contractor
Sher-Janel T. Todd, MSN, RN, C
WITNESSED
Rosalyn M. Martens
Willard F. Martens
Anonymous Data Corporation
/s/ James E. Beecham
__________________________
James E. Beecham-President
WITNESSED
Janie M. Frederick
Ilene Nikoley
CONSULTING CONTRACT
This consulting agreement ("Agreement") is made and entered into by
and between
Ilene Nikoley and Anonymous Data Corporation
("Independent Contractor") ("Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Agreement. The Initial Term of this agreement agreement shall
be from 02 September 1997 to 02 September 1998.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may, by mutual written agreement,
extend Independent Contractor's agreement for such additional periods as
they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of focus group
research and market research and for such other tasks as may be mutually
agreed upon in writing between the CONSULTANT and Anonymous Data
Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $25 per hour plus authorized and
reasonable expenses in regards to duties assigned by Company to Independent
Contractor.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no
obligation whatsoever to mitigate damages hereunder. If litigation shall
be brought to enforce or interpret any provision contained herein, Company,
to the extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor
at all times during and after the term of this Agreement to the maximum
extent permitted under applicable Nevada state law, and shall pay
Independent Contractor's expenses in defending any civil or criminal
action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for consultation services and shall
not be transferred or assigned by the CONSULTANT without prior written
consent of Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
<PAGE>
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 3rd day of September, 1997.
CONSULTANT
/s/ Ilene Nikoley
---------------------------
Independent Contractor
Ilene Nikoley
WITNESSED
_______________________
_______________________
Anonymous Data Corporation
/s/ James Beecham
---------------------------------
James E. Beecham-President
WITNESSED
_______________________
_______________________
CONSULTING CONTRACT
This employment agreement ("Agreement") is made and entered into by
and between
Michael Moore(Digital Mechanics) and Anonymous Data Corporation
("Independent Contractor"). (Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Employment. The Initial Term of this employment agreement
shall be from 01 May 1998 to 01 May 1999.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may by mutual written agreement
extend Independent Contractor's employment under the terms of this
Agreement for such additional periods as they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of computer
services to include hardware and software recommendations and programs and
for such other tasks as may be mutually agreed upon in writing between the
CONSULTANT and Anonymous Data Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $45 per hour and a service charge of $20
plus authorized and reasonable expenses in regards to duties assigned by
Company to Independent Contractor provided such expenses are approved in
advance by Company.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no obligation
whatsoever to mitigate damages hereunder. If litigation shall be brought
to enforce or interpret any provision contained herein, Company, to the
extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor at
all times during and after the term of this Agreement to the maximum extent
permitted under applicable Nevada state law, and shall pay Independent
Contractor's expenses in defending any civil or criminal action, suit, or
proceeding in advance of the final disposition of such action, suit or
proceeding, to the maximum extent permitted under such applicable state
laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty- (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for personal services and shall not be
transferred or assigned by the CONSULTANT without prior written consent of
Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
<PAGE>
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 15th day of May, 1998.
CONSULTANT
/s/ Michael Moore
__________________________
Independent Contractor
WITNESSED
/s/Janice Frederick
_______________________
Anonymous Data Corporation
/s/ James E. Beecham
__________________________
James E. Beecham-President
WITNESSED
/s/Janice Frederick
_______________________
CONSULTING CONTRACT
This employment agreement ("Agreement") is made and entered into by
and between
Dave Denney and Anonymous Data Corporation
("Independent Contractor"). (Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Employment. The Initial Term of this employment agreement
shall be from 16 September 1998 to 16 September 1999.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may by mutual written agreement
extend Independent Contractor's employment under the terms of this
Agreement for such additional periods as they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of computer
services to include hardware and software recommendations and programs and
for such other tasks as may be mutually agreed upon in writing between the
CONSULTANT and Anonymous Data Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation of 10,000 restricted common shares of ADC stock valued at $.10
per share plus authorized and reasonable expenses in regards to duties
assigned by Company to Independent Contractor provided such expenses are
approved in advance by Company.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no obligation
whatsoever to mitigate damages hereunder. If litigation shall be brought
to enforce or interpret any provision contained herein, Company, to the
extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor at
all times during and after the term of this Agreement to the maximum extent
permitted under applicable Nevada state law, and shall pay Independent
Contractor's expenses in defending any civil or criminal action, suit, or
proceeding in advance of the final disposition of such action, suit or
proceeding, to the maximum extent permitted under such applicable state
laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty- (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for personal services and shall not be
transferred or assigned by the CONSULTANT without prior written consent of
Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
<PAGE>
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this ______ day of __________, 1998.
CONSULTANT
__________________________
Independent Contractor
WITNESSED
_______________________
_______________________
Anonymous Data Corporation
__________________________
James E. Beecham-President
WITNESSED
_______________________
_______________________
CONSULTING CONTRACT
This employment agreement ("Agreement") is made and entered into by
and between
William Somers and Anonymous Data Corporation
("Independent Contractor"). (Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Employment. The Initial Term of this employment agreement
shall be from 16 September 1998 to 16 September 1999.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may by mutual written agreement
extend Independent Contractor's employment under the terms of this
Agreement for such additional periods as they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of computer
services to include hardware and software recommendations and programs and
for such other tasks as may be mutually agreed upon in writing between the
CONSULTANT and Anonymous Data Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation of 10,000 restricted common shares of ADC stock valued at $.10
per share plus authorized and reasonable expenses in regards to duties
assigned by Company to Independent Contractor provided such expenses are
approved in advance by Company.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no obligation
whatsoever to mitigate damages hereunder. If litigation shall be brought
to enforce or interpret any provision contained herein, Company, to the
extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor at
all times during and after the term of this Agreement to the maximum extent
permitted under applicable Nevada state law, and shall pay Independent
Contractor's expenses in defending any civil or criminal action, suit, or
proceeding in advance of the final disposition of such action, suit or
proceeding, to the maximum extent permitted under such applicable state
laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty- (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for personal services and shall not be
transferred or assigned by the CONSULTANT without prior written consent of
Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
<PAGE>
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this ______ day of __________, 1998.
CONSULTANT
__________________________
Independent Contractor
WITNESSED
_______________________
_______________________
Anonymous Data Corporation
__________________________
James E. Beecham-President
WITNESSED
_______________________
_______________________
CONSULTING CONTRACT
This consulting agreement ("Agreement") is made and entered into by
and between
Jack Morrow and Anonymous Data Corporation
("Independent Contractor") ("Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Agreement. The Initial Term of this agreement agreement shall
be from 10 June 1997 to 10 June 1998 unless extended.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may, by mutual written agreement,
extend Independent Contractor's agreement for such additional periods as
they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of medical
laboratory business relations and business strategy and for such other
tasks as may be mutually agreed upon in writing between the CONSULTANT and
Anonymous Data Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $75 per hour plus authorized and
reasonable expenses in regards to duties assigned by Company to Independent
Contractor.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no
obligation whatsoever to mitigate damages hereunder. If litigation shall
be brought to enforce or interpret any provision contained herein, Company,
to the extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor
at all times during and after the term of this Agreement to the maximum
extent permitted under Washington Business Company Act or any successor
provision thereof and any other applicable state law, and shall pay
Independent Contractor's expenses in defending any civil or criminal
action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$2,000 unless prior authorization is obtained in writing from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for consultation services and shall
not be transferred or assigned by the CONSULTANT without prior written
consent of Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
<PAGE>
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 16th day of June, 1997.
CONSULTANT
/s/Jack Morrow
__________________________
Independent Contractor
Jack Morrow
WITNESSED
_______________________
_______________________
Anonymous Data Corporation
/s/James E. Beecham
__________________________
James E. Beecham-President
WITNESSED
_______________________
_______________________
CONSULTING CONTRACT
This consulting agreement ("Agreement") is made and entered into by
and between
Jack Morrow and Anonymous Data Corporation
("Independent Contractor") ("Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Agreement. The Initial Term of this agreement agreement shall
be from 15th June 1998 to 15th June 1999.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may, by mutual written agreement,
extend Independent Contractor's agreement for such additional periods as
they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of medical
laboratory business relations and business strategy and for such other
tasks as may be mutually agreed upon in writing between the CONSULTANT and
Anonymous Data Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $75 per hour plus authorized and
reasonable expenses in regards to duties assigned by Company to Independent
Contractor.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no
obligation whatsoever to mitigate damages hereunder. If litigation shall
be brought to enforce or interpret any provision contained herein, Company,
to the extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
<PAGE>
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor
at all times during and after the term of this Agreement to the maximum
extent permitted under applicable Nevada state law, and shall pay
Independent Contractor's expenses in defending any civil or criminal
action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for consultation services and shall
not be transferred or assigned by the CONSULTANT without prior written
consent of Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
<PAGE>
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 22nd day of August, 1998.
CONSULTANT
/s/Jack Morrow
__________________________
Independent Contractor
Jack Morrow
WITNESSED
_______________________
_______________________
Anonymous Data Corporation
/s/James E. Beecham
__________________________
James E. Beecham-President
WITNESSED
_______________________
_______________________
Software Development & Technical Services Agreement
Between Anonymous Data Corporation and
Dimensia Technologies LLC
THIS AGREEMENT (the Master TSA") is made as of the 11th day of January,
1999 (the Effective Date"), by and between Dimensia Technologies LLC; a
Washington State Limited Liability Company (WIDTH), and Anonymous Data
Corporation, a Nevada Corporation (ADC).
DT and ADC agree as follows:
1. Software Development & Enhancement Projects. This section serves as an
overriding framework to all fixed paced and pre quoted software
development and enhancement projects which DT and ADC may enter into
over the term of this Master TSA. Each project will be agreed to in
writing in the form of a Project Agreement and will refer to this
Master TSA. Detailed project specifications, deliverables and
timelines will be stipulated in the Project Agreement and the projects
will progress as put forth below.
(a) The Project Agreement must refer to software requirements
specifications ("Project Specs) possibly containing visual
layouts, functional, interface and other requirements. The
Project Specs will be used by ADC to gauge its acceptance of the
project, as discussed below.
(b) The Project Agreement must include agreed upon prices,
deliverables and timeline ("Project Timeline").
(c) Any changes to the Project Specs must be agreed to in writing in
the form of Spec Change Request. ADC may be charged for Spec
Change Requests as negotiated on a case by cave basis.
If changes to the Project Spec drastically change the nature or
scope of the project or if agreement on charges for changes to
Project Specs cannot be agreed upon, DT and/or ADC may dissolve
the project. Upon project dissolution, DT will not be obligated
to continue work Award project completion and any amounts owed to
DT for work completed shall still be due.
DT reserves the right to adjust the Project Timeline to reflect
effects of a Spec Change Request.
(d) ADC may not release, distribute or allow non-test related use of
any Project Software until Acceptance of the Project Software.
Accepting a project in writing ("Acceptances) is defined as
acknowledging the fact that the module(s) which embody the
Project Specs ("Project Software") is(are) operating in a manner
which is consistent with such Project Specs and does(do) not
contain any known functional deficiencies.
<PAGE>
DT will not be liable for any financial losses or hardships
incurred due to the use of the Project Software prior go ADC's
Acceptance of the Project Software.
(e) Any functional deficiencies discovered before Acceptance will be
remedied by DT at no charge to ADC.
DT will not be held responsible for repairing functional
deficiencies once ADC has completed Acceptance of the Project
Software; however, DT will repair these deficiencies based on
subsequent maintenance agreements between DT and ADC or based on
time charges billed at the hourly consulting & contract rates
outlined in Subsection 2(b).
(f) DT will be relieved of any and all Inability for the development
and/or enhancement projects completed under the Project Agreement
once the respective projects have passed through Acceptance with
ADC.
(g) ADC must progress through the Acceptance phase of a project if
all requirements of the Project Spec are fulfilled.
(h) DT open engages in enhancement projects on its clients' pre-
existing soft care systems. In the course of such enhancements,
DT open discovers pre-existing functional deficiencies in its
clients' software. The time spent remedying pre-existing
functional deficiencies in ADC's pre-existing software will be
billed for at the hourly consulting & contract rates outlined in
Subsection 2(b), except for such pre-existing software developed
for ADC by DT which is covered under a DT/ADC maintenance
agreement.
(i) DT will provide ADC with all files created for implementation of
the project ("Source Code") and any available technical
documentation within 30 days of when final payment for the
project has been received, as outlined in Section 3.
(j) ADC understands that project development will be out-sourced to
DT and that DT's presence on she at ADC's place of business is
purely at the discretion of DT. Any requirement for on site
presence of DT staff may be billed for at the hourly consuming &
contract rates as outlined in Section 2. Alternatively, the on
site requirement may be included in the fixed price quote for Me
project.
<PAGE>
2. ConsuIting & Contracting Relationship. Non fixed puce projects
and other piece work required of DT outside of projects which
fall into the framework provided for in Section 1 of this Master
TSA will be handled under the terms of this Section 2.
(a) ADC understands Mat any consulting or contract work may be
executed off of ADC's site and that DT's presence on ADC's
site is to be determined by jointly between DT and ADC in
competing the consulting task.
(b) Hourly rates for DT services will be as follows:
Analysis & Consulting $125
Design $125
Development $100
Operational / Implementation $80
The categorization of any services rendered into the
categories stated above will be made solely by DT.
The scope of consulting work may be outlined in a
sub-contract and assigned a fixed price based upon the rates
outlined above; however, DT's consulting services nay be
called upon by ADC on an as needed basis. ADC will be made
acre when consulting charges will apply to work requested.
(c) Travel accommodations, lodging, ground transport and time
for travel on projects requiring such will be handled on a
case by case basis.
Reduced rates or fixed prices for extended consulting and/or
contract projects may be negotiated on a case by case basis.
(d) ADC understands that its systems are complex and that during
consultation visits and/or support calls DT will use its
expertise to bring about the safest and most expedient
solution to a given situation, but that DT's liability for
financial losses or hardships caused by DT's actions during
those consultation visits and/or support calls will be
limited to Be amounts paid to DT for me consultation visits
and/or support calls in question.
<PAGE>
(e) The terms of this Master TSA will remain in effect until a
written termination is signed by both parties. The rates as
stated in Subsection 2(b) will remain in effect until one
year from the Effective Date at which time those rates may
be renegotiated between ADC and DT.
3. Billing and Payment. The billing scheduling stated here shall be
effective over all projects unless other arrangements have been
agreed to in writing by DT and ADC on a project only basis.
50% of the fee for foxed price projects will be invoiced upon
agreement of the Project Specs. The next 30% will be invoiced
upon project submission to ADC. The final 20% will be invoiced
upon ADC's Acceptance of the project. Hourly projects and
consulting charges will be billed when incurred. Invoices must be
paid within 30 days of the invoice date, or finance charges of
1.5% per month will be assessed. These finance charges will be
retroactive to the invoice date.
Payment should be made out to Dimensia Technologies LLC and
should be mailed to DT at the address specified in Subsection
8(a), below, unless other provisions are agreed to between DT and
ADC.
4. Equipment and Supplies. ADC shall, at its own expense, provide
all facilities and equipment required for ADC's use of the
Project Software.
5. Proprietary Rights. DT acknowledges that ADC shall retain full
rights to use, enhance and modify the Project Software in any way
ADC deems fit for its operations. Furthermore, ADC shall have the
right to sell, lease or lend the Project Software, in part or in
whole, in its binary executable or source code format, to any
external entity.
ADC acknowledges that DT shall retain the right to utilize any
part of the source code which comprises the Project Software for
incorporation into DT's software source code libraries and
possible utilization in other DT software development projects
and/or products.
ADC also acknowledges that with ADC's written permission provided
on a case by case basis, DT shall also have the right to sell,
lease or lend the Project Software, in part or in whole, in its
binary executable or source code format, to any external entity
which is not in the medical industry.
<PAGE>
6. Excise & Sales Tax. Where sales or excise tax may be applicable.
ADC may be billed for such taxes in addition to charges for
services rendered by DT.
7. Confidentiality, ADC and DT agree that neither party will
disclose, duplicate, copy or use any material information which
has or will come into the possession of each in connection with
this Master TSA for any purpose other than for the performance of
this Master TSA and shall treat as confidential and proprietary
to each other any information which relates to the others party a
research, development, trade secrets and business affairs
provided however, that the obligation to treat such information
which: (a) is or becomes publicly available, (b) Is in the
disclosing party s possession on the Effective Date, provided
that it shall not have been obtained from the other party, (c) is
developed by the disclosing party outside the scope of any
agreement with the other party. (d) is lawfully and in good faith
obtained by the disclosing party from a Bird party who did not
derive it from the other party, or (e) is required to be
disclosed by a court or other governmental authority after
reasonable notice is given to the other party. The parties hereby
acknowledge that the burden of proving the exceptions set forth
in Subsections 7(a) through 7(e), above, rests with the
disclosing party. Any material information as pertained to herein
may be disclosed by ADC to Be extent necessary to retain
alternative services required to complete a project which has not
been completed by DT to a level worthy of Acceptance.
8. General Provisions.
(a) Notices All notices and other communications herein provided
for shall be sent by overnight air courier, service fee
prepaid, or certified or registered mail, postage prepaid,
return receipt requested, to the parties at the addresses
set forth below until such time as either party shall give
the other notice of change of address:
If to DT, addressed to:
Dimensia Technologies LLC
c/o Dimensia, Inc.
2800 Woodlawn Drive, Suite 266
Honolulu, HI 96822
Attention: Legal
<PAGE>
If to ADC, addressed to:
Anonymous Data Corporation
clo Laser Barcode Solutions
2800 Woodlawn Drive, Suite 160
Honolulu, HI 96822
Attention: Tom Yokoyama
(b) Governing Law. This Master TSA and its performance shall be
governed by and construed in accordance with the laws of the
State of Washington.
(c) Partial Invalidity. In the event any term or provision of
the Master TSA shall, for any reason, be held to any extent
to be invalid, void, illegal or unenforceable in any respect
by a court of competent jurisdiction, or in the event that
the application of any term or provision of this Master TSA
to any person or circumstance shall, for any reason, be held
to any extent to be invalid, void, illegal or unenforceable
in any respect by a court of competent jurisdiction, such
invalidity, illegality, voidability or unenforceability
shall not affect any other terms or provisions of this
Master TSA, and this boaster TSA shall be construed and
enforced as if such invalid, void, illegal or unenforceable
terms or provisions had never been a part of this Master
TSA.
(d) Assignment. This Master TSA is not assignable by ADC by
operation of law or otherwise, except with DT's prior
written consent in the case of a merger of ADC with another
business entity which assumes ADC's obligations hereunder,
provided that DT may withhold its consent if, in its sole
judgment, the proposed assignee does not have adequate
creditworthiness and/or business integrity. Reciprocally,
this Master TSA is not assignable by DT by operation of law
or otherwise, except with ADC's prior written consent in the
case of a merger of DT with another business entity which
assumes DT's obligations hereunder, provided that ADC may
withhold its consent if, in its sole judgment, the proposed
assignee does not have adequate creditworthiness and/or
business integrity.
(e) Arbitration. The parties shall attempt to settle amicably
all disputes arising out of or in connection with this
Master TSA, including the interpretation or chimed breach of
this Master TSA. The parties agree that any dispute arising
hereunder shall be submitted to binding arbitration In the
State of Washington in accordance with the rules and
procedures of the American Arbitration Association, before a
single arbitrator who shall be reasonably familiar with the
computer software industry. Judgment upon any award made in
such arbitration may be entered and enforced in any court
having Jurisdiction thereof.
<PAGE>
(f) Non-use of Names. ADC shall not use the name "Dimensia", nor
adaptation thereof, in any advertising, promotion, or sales
literature without prior written consent obtained from DT.
DT shall not use the name "Laser Bar Code Solutions" and/or
"Anonymous Data Corroboration", nor adaptation thereof, in
any advertising, promotion, or sales literature without
prior written consent obtained from ADC
The only exception to the prior being that ADC or DT may use
the name of the other party in a simple listing of clients
and/or providers.
(g) Force Majeure. Neither party shall be liable for any delays
or failures in its performance of its non-monetary
obligations hereunder, to the extent such delays or failures
are caused by any contingency beyond its reasonable control,
including but not limited to acts of God, war, civil
commotion, strikes, lockouts, fires, accidents, incidents,
floods, restraining orders or decrees of any court. In such
an event, the party unable to perform shall promptly notify
the over party, and the performance of any obligations
affected by the contingency shall be suspended for only as
long as such contingency exists and all other obligations
not affected by such contingency shall remain in Hill force.
This force majeure provision shall not apply to monetary
obligations.
(h) Entire Master TSA. This Master TSA, the Exhibits hereto, and
any Project Specs agreed to in writing by the parties
hereunder shall contain the entire and only agreements of
the parties hereto reopening the matters herein set forth
and shall supersede or incorporate all prior agreements and
understandings between the pares regarding the matters
hereby contemplated. This Master TSA may not be changed or
terminated orally, nor shall any change, termination or
attempted waiver of any of the provisions herein contained
be binding, unless in writing duly executed by the party
against whom the same is sought to be enforced, nor shall
the provisions of this Subsection 8(f) itself be waived
orally.
<PAGE>
Nothing contained In this Master TSA, whether expressed or
implied, is intended to confer upon any person other than
the parties hereto and their respective successors and
permitted assigns, any rights or remedies under or by reason
of this Master TSA, nor is anything in this Master TSA
intended to relieve or discharge the liability of any other
entity to any party hereto, nor shall any provision hereof
give any entity any right of subrogation or action against
any party.
(g) Counterparts. This Master TSA may be executed in
counterparts, each of which shall be deemed to be an
original regardless of the date of its execution and
delivery All of the counterparts together shall constitute
one and the same document, binding all of the parties
hereto, notwithstanding all of the parties are not signatory
to the origins or the same counterparts. For all purposes,
including, without limitation, delivery of this Master TSA,
duplicate unexecuted and unacknowledged pages of the
counterparts may be discarded an the remaining pages
assembled as one document. The parties further agree that
facsimile signatures on this Master TSA, any addenda, and/or
other documents related to this Master TSA shall be fully
binding and effective for all purposes. The parses further
agree that they will promptly deliver the originals of the
facsimile signature to the other party by return express
mail.
IN WITNESS WHEREOF, Me parties have caused this Master TSA to be executed
by their respective representatives as of the Effective Date, and each
party acknowledges having received a signed copy of this Master TSA.
Anonymous Data Corporation Dimensia Technologies LLC
/s/ Tom Yokoyama /s/ Kevin Horio
Tom Yokoyama, Kevin Horio
Its President & CEO Managing Director of Dimensia, Inc.
DT's Managing Member
EXCLUSIVE LICENSEE TERRITORIAL AGREEMENT
This Exclusive Licensee Agreement ("Agreement") is entered into by and
between James E. Beecham, a private citizen residing in Las Vegas, Nevada
(hereinafter referred to as "INVENTOR") and Anonymous Data Corporation, a
Nevada Corporation, (hereafter referred to as "Licensee") this 14th day of
May, 1998.
It is the parties'desire and intent to enter into agreement for
granting an exclusive License from INVENTOR to Licensee for the
intellectual property rights related to US patents 08/910,062 and
08/686,211. The License rights include the rights to use, make, sell and
operate products and/or services covered by said patents (hereinafter
called the PRODUCTS and SERVICES) in the geographic area of the United
States. It is understood and agreed by the parties that the license herein
granted pertains only to 08/910,062 and 08/686,211and does not include
rights to other US patents regarding enhancements in the same field of the
art or continuations in part of US 08/910,062 or 08/686,211 or other
patents pending or granted to INVENTOR in countries other than the United
States. This agreement supersedes any previous agreement between the
parties regarding these matters.
In consideration of the mutual promises, terms, conditions, covenants
and exchange of value as stared herein, the parties agree as follows:
TERRITORY
1. INVENTOR grants to Licensee the right to use, make, sell and
operate the PRODUCTS and SERVICES in the geographic territory of the United
States and any additional territories hereafter acquired by Licensee
(together, the "Territory").
2. The Territory granted to Licensee shall be exclusive for the
entire term of this Agreement.
3. Provided Licensee is not in breach, default or violation of
this Agreement, INVENTOR agrees (a) not to license any other person or
entity to use, make, sell or operate the PRODUCTS and SERVICES covered
under US patents 08/910,062 and 08/686,211 in the geographic territory
during the term of this Agreement without prior written agreement of the
parties; and (b) to offer Licensee right of first refusal on purchasing a
license from INVENTOR for foreign patents rights in the same field of the
art or enhancements related to the field of art of 08/910,062 and
08/686,211.
TERM
4. The term of this Agreement shall be 10 years from the date of
full execution of this Agreement and for so long a period as Licensee shall
remain in business and in compliance with this Agreement.
<PAGE>
5. The term of this Agreement may, at INVENTOR's sole option, be
terminated sooner than the term specified in paragraph 4 above in the event
of any breach, default or violation of any of the material terms and
conditions of this Agreement. This right to terminate shall be in addition
to and not exclusive of any other rights and remedies INVENTOR has or may
have under this Agreement or Nevada law.
CONSIDERATION
6. In consideration of the granting of this exclusive license to
Licensee by INVENTOR, Licensee agrees to pay to INVENTOR common stock of
Anonymous Data Corporation in the amount of one million shares.
7. As additional consideration for the granting of this License, Licensee
also agrees to pay to INVENTOR a royalty as follows:
a. Three percent (3%) of the first $10 million gross revenues
to Licensee from the manufacture, use, sale, or operation of the
PRODUCTS and SERVICES (License Revenues);
b. Two percent (2%) of License Revenues to the extent that
License Revenues exceed $10 million but are less than $25 million; and
c. One percent (1%) of License Revenues to the extent that
License Revenues exceed $25 million.
d. Licensee, in order to retain to
Licensee the first right of refusal on INVENTOR patents regarding
enhancements in the same field of the art and foreign patents in the same
field of patent art, agrees to provide INVENTOR with sufficient funds to
prosecute same including the filing and examination and issue fees for such
additional patents.
Notwithstanding anything to the contrary set forth herein, it is
expressly understood and agreed that in the event Licensee does not produce
revenue from the manufacture, use, sale, or operation of the PRODUCTS and
SERVICES within the territory of at least $1 million within seven (7) years
from the date hereof, this Agreement shall automatically terminate without
further liability or any action by the parties hereto.
MARKETING
8. INVENTOR shall provide Licensee, at INVENTOR's sole cost, with
copy of the US patents 08/910,062 and 08/686,211.
<PAGE>
9. Other than as set forth above, INVENTOR shall not be obligated to
supply Licensee with any other materials other than explanatory material
and background material related to US patent 08/910,062 and 08/686,211.
10. Licensee shall not use, display or manufacture any marketing materials
which advertise, promote or market services or products related to US
patent 08/910,062 and/or 08/686,211, except those marketing materials
approved by INVENTOR in writing. For the purpose of this Agreement, the
term marketing materials shall include all tangible materials authorized to
be used by Licensee for any marketing of PRODUCTS and SERVICES.
11. Licensee and any of Licensee's employees, agents, or contractors
shall at all times, during the term of this Agreement, comply with and
adhere to good standards of medical and laboratory practice and appearance,
while marketing products or services related to US patent 08/910,062 and
08/686,211.
INDEPENDENT CONTRACTOR
12. Licensee shall be an independent contractor and not an employee
of INVENTOR during the entire term of this Agreement. The relationship
between INVENTOR and Licensee is defined solely by this Agreement. Nothing
in this Agreement shall be construed to prevent Licensee from engaging in
other business of its' own choice so long as all material terms and
conditions of this Agreement are complied with by Licensee.
13. Each party acknowledges, understands and agrees that neither
shall be responsible for the other party's state taxes, federal taxes,
benefits, insurance or other obligations associated with an
employer/employee relationship of any nature whatsoever.
WARRANTIES
INVENTOR'S WARRANTIES
14. INVENTOR warrants and represents the following:
a. INVENTOR is the owner of US patents 08/910,062 and
08/686,211. INVENTOR shall use its' reasonable and best efforts to carry
out the terms and conditions of this Agreement.
b. INVENTOR is a private citizen residing in Nevada. No consent,
approval or authorization of, registration with or declaration to any
person or entity is required in connection with the execution and delivery
of this Agreement by INVENTOR or in connection with the performance by
INVENTOR of any agreement contained herein.
<PAGE>
c. INVENTOR has not offered to or entered into an agreement with any
third person or party which would violate or interfere with the terms and
conditions of this Agreement.
LICENSEE'S WARRANTIES
15. Licensee warrants and represents the following:
a. Licensee has entered into no other agreements, either orally or
in writing, which will interfere with, breach or violate the terms and
conditions, of this Agreement.
b. Licensee is, at all times, an independent contractor to INVENTOR.
c. Licensee shall use its reasonable, best efforts in carrying out
its obligations under the Agreement.
DEFAULT
16. In addition to the breach, default, or violation of any of the
material terms and conditions of this Agreement, Licensee shall be in
default of this Agreement upon the occurrence of any one of the following:
a. If Licensee is the subject of a voluntary or involuntary
petition for bankruptcy under any chapter of the United States
Bankruptcy Code;
b. If Licensee is determined to be insolvent, unable to pay
creditors when debts are due, or is the subject of a receivership;
c. If INVENTOR reasonably determines that Licensee has engaged
in any fraud, misrepresentation or criminal actions of a misdemeanor
or felony nature, excluding minor traffic violations, regardless of
whether Licensee is convicted by a court of competent jurisdiction of
any alleged offense.
17. In the event of material breach, violation, or default by
Licensee, then in addition to all other remedies allowed by this Agreement
and by Nevada law, INVENTOR shall be entitled to any or all of the
following right and remedies:
a. Recovery of damages, including but not limited to exemplary
damages, where applicable;
b. Recovery of reasonable attorney fees, expert witness fees,
costs and expenses of any litigation brought to enforce this
Agreement;
<PAGE>
c. Injunctive relief;
d. Declaratory relief;
e. Termination of this Agreement;
f. Forfeiture of all outstanding sales commissions earned by or
owed to Licensee as liquidated damages.
18. Except as otherwise provided herein, all notices, including
notice of default, breach or violation of this Agreement, shall be served
either personally or mailed by U.S. certified mail, return receipt
requested, to the following address, or to such other address as Licensee
or INVENTOR may establish by notice to the other hereunder:
a. to INVENTOR
James E. Beecham
8820 Cortile Drive
Las Vegas, Nevada 89134
b. to Licensee
Anonymous Data Corporation
4340 S. Valley View, Suite 210
Las Vegas, Nevada 89103
Notice shall be effective upon receipt of written notice.
NON-COMPETITION AND TRADE SECRETS
19. In the event that this Agreement is terminated for any purpose as
properly allowed under this Agreement, then Licensee agrees that it has no
remaining patent license rights regarding US patents 08/910,062 and
08/686,211and in any event shall not compete with INVENTOR either directly
or indirectly, in the use, sale, marketing, or distribution of any PRODUCTS
or SERVICES offered for sale or sold in the geographic area for a period of
not less than three (3) years from the date of termination of this
Agreement. This covenant not to compete shall extend to Licensee, its
employees, heirs, assigns, members, shareholders, officers, directors and
agents. Licensee acknowledges that this Agreement contains good and
sufficient consideration to bind it to this covenant not to compete, and
that this covenant not to compete is fair, reasonable, and not
unconscionable.
<PAGE>
ACCOUNTING
20. Licensee shall provide INVENTOR with copies of its monthly
accounting of Licensee's sales each month. Each accounting period shall
end with the last day of the month and the monthly accounting reports shall
be mailed to Licensee on or before the 10th day of each month following the
end of the preceding month. All distributions of compensation to INVENTOR
shall be disbursed by the 20th day of each month beginning with the first
full month of operation.
21. All parts of this Agreement shall be controlled by Nevada law and
in the event of any disputes concerning the terms and conditions of this
Agreement, venue for such action shall be in Nevada.
22. The captions contained herein are for reference purposes only and
they shall not be used to construe the intent of the parties to this
Agreement.
23. All warranties, representations, remedies and the provisions of
paragraphs 17 and 19 above shall survive the termination of this Agreement.
24. INVENTOR and Licensee agree not to assign, convey or in any way
transfer their respective interests, in whole or in part, in this Agreement
to any third party, without the prior written consent of the other party.
Any such requested consent shall not be unreasonably withheld or delayed.
25. INVENTOR understands and acknowledges that Licensee will expend
considerable time, effort and expense in reliance upon this agreement
raising capital necessary to market PRODUCTS and SERVICES. INVENTOR
therefore specifically covenants and agrees that notwithstanding any
provision to the contrary set forth, for so long as this Agreement shall
remain in effect, it will not enter or attempt to enter into a similar
agreement with any third party, or otherwise license, sell, transfer, or
make any other agreement with any third party regarding this Agreement.
26. All provisions of this Agreement shall be binding on the parties,
their heirs, assigns, agents, employees, officers, directors, shareholders,
and members, as applicable.
Dated: 14 May 1998 By: J.E. Beecham
INVENTOR
Dated: 14 May 1998 By: Janie M. Frederick
Anonymous Data Corporation
FIRST AMENDMENT
OF
EXCLUSIVE LICENSEE TERRITORIAL AGREEMENT
THIS AMENDMENT is made and entered into this 15th day of February,
1999, by and between JAMES E. BEECHAM (hereinafter referred to as
"Inventor") and ANONYMOUS DATA CORPORATION (hereinafter referred to as
"Licensee");
WHEREAS, Inventor and Licensee entered into an Exclusive Licensee
Territorial Agreement dated May 14, 1998, and
WHEREAS, the parties now desire to amend the Exclusive Licensee
Territorial Agreement,
NOW THEREFORE, said Exclusive Licensee Territorial Agreement is hereby
amended as follows:
1. Paragraph 3 shall be deleted in its entirety and the following
inserted in lieu thereof.
"3. Provided Licensee is not in breach, default or violation of
this Agreement, INVENTOR agrees:
(a) not to license any other person or entity to
use, make, sell or operate the PRODUCTS and SERVICES
covered under US Patents 08/910,062 and 08/686,211 in
the geographic territory during the term of this
Agreement without prior written agreement of the
parties.
(b) Inventor grants the same exclusive license to
Licensee for the intellectual property rights and
patents described in the Exclusive Licensee Territorial
Agreement in all other Countries in the World. This
exclusive license shall be on a Country by Country
basis and exercised by Licensee giving notice to
Inventor of its desire for the exclusive use in a
Country. Licensee agree to pay Inventor royalties in
accordance with the terms of the original Exclusive
Licensee Territorial Agreement. In the event the
Country is a Patent Country, Licensee shall pay all
expenses required to file the necessary documentation
to obtain the patent. In the event Licensee does not
transact business in the Country within a twelve month
period, the rights and patents in that Country become
the property of Inventor.
<PAGE>
(c) In the event Inventor desires the rights
and/or patent in a certain Country, Inventor shall
notify Licensee of his desire to obtain the license
rights to the requested Country. Licensee shall have
thirty days after Inventor's notification to release
its license right in that Country or to notify Inventor
of Licensee's desire to use its license rights in that
Country. In the event Licensee fails to notify
Inventor within the thirty-day period, the license
rights to that Country shall be the property of
Inventor.
2. Paragraph 4 shall be deleted in its entirety and the following
inserted in lieu thereof:
"4. The term of this Agreement shall be 18 years from the date
of full execution of this Agreement and for so long a period
as Licensee shall remain in business and in compliance with
this Agreement."
3. All other terms and conditions of the Exclusive Licensee Territorial
Agreement between the parties dated May 14, 1998, shall remain as written.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Exclusive Licensee Territorial Agreement the day and year first above
written.
INVENTOR:
/s/James E Beecham
JAMES E. BEECHAM
ANONYMOUS DATA CORPORATION
By /s/ Tom Toyoyama
TOM YOKOYAMA, President
NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT
This AGREEMENT is entered into effective this 6th day of November
1998,
Between Anonymous Data Corporation, (hereinafter "ADC"), having its
principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas,
Nevada 89103, and Toyota Tsusho America, Inc (TTAI), having principal
office at 1977 W. 190th Street, #100, Torrance, California 90504.
WHEREAS, the above parties contemplate discussions concerning ADC's
involvement in the business of using biometrics in the medical field, both
domestically and internationally. The discussions in particular shall be
for the following purpose(s): 1) Protection of employee medical records
relative to drug testing results, 2) Protection of medical records relative
to infectious disease testing, 3). Protection of genetic testing records,
and 4). Biometric identification of patients and results in the fields of
pharmacy, blood banking, radiology and laboratory specimens; and related
projects. And
WHEREAS, in order to facilitate such discussions, certain confidential
and proprietary information, including without limitation technical,
patented, financial, or business information and trade secrets, may be
disclosed between the parties.
NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as to the following:
1. The term "Information", as used in this Agreement, means all
specifications, drawings, sketches, models, samples, reports, plans,
forecasts, current or historical data, computer programs or documentation
and all other technical, financial or business data, as well as any trade
secrets or other information concerning the business, customers, methods,
operations and services of a party.
2. "Proprietary Information" is defined as information of the
disclosing party, not generally available to the public, which the
disclosing party desires to protect against unrestricted disclosure or
competitive use.
3. All information of the disclosing party disclosed to or otherwise
available to the other party as a result of the discussions hereunder or
subsequent work with each other shall be protected hereunder as Proprietary
Information of the disclosing party unless:
a. if in writing or other tangible form, it is conspicuously
labeled by the disclosing party as not Proprietary
Information; and
<PAGE>
b. if oral, it is identified by the disclosing party as not
proprietary Information.
Either party shall have the right to change any information
incorrectly designated as not Proprietary by written notification as soon
as practical after such error is determined. The party receiving said
notification shall, from that time forward, treat such information as
Proprietary Information.
4. All disclosures of Proprietary Information between the parties
pursuant to this Agreement shall be made by or under the supervision of a
Designated Coordinator for each party (identified in Paragraph 12 below).
Such Designated Coordinators shall first agree what Information submitted
by the disclosing party is not Proprietary Information before the receiving
party accepts the Information as not Proprietary Information.
5. Except as otherwise specified and subject to the provisions of
Paragraph 6 below with respect to any Proprietary Information provided
hereunder, the receiving party shall use the highest degree of care and
discretion to limit disclosure of such Proprietary Information including
taking steps:
a. to restrict disclosure of Proprietary Information solely to
its employees with a need to know and not disclose such
Proprietary Information to any other parties;
b. to advise all employees and Authorized Advisors of receiving
party with access to the Proprietary Information of the
obligation for protecting the Proprietary Information as
provided hereunder; and
c. to use the Proprietary Information provided hereunder only
for purposes directly related to the Purposes described
first above herein and for no other purposes.
The "Authorized Advisor" is such other person(s), who is an
advisor to receiving party necessary for the Purposes described first
above, who disclosing party in writing has authorized to receive
Proprietary Information of disclosing party, and who agrees in writing to
the satisfaction of disclosing party to be bound by the terms hereof.
Proprietary Information may not be reproduced or copied, in part or in
whole, without the prior written consent of the disclosing party.
6. All Proprietary Information (including any reproductions and
copies thereof) shall remain the property of the disclosing party and shall
be returned by the receiving party to the disclosing party upon request.
No disclosure of any Proprietary Information hereunder shall be construed a
public disclosure of such Proprietary Information by either party for any
purpose whatever. The obligations imposed upon either party herein shall
not apply to Information whether or not designated as Proprietary
<PAGE>
Information which is disclosed pursuant to a valid order of a court or
other governmental body or any political subdivision thereof; provided,
however, that the recipient of the order shall first have given notice to
the disclosing party and made a reasonable effort to obtain a protective
order requiring that the Information and/or documents so disclosed to be
used only for the purposes for which the order was issued.
7. ADC and TTAI agree to make full disclosure of any business
dealings or arrangements with third parties, persons, or entities
introduced by the other party in connection with such Confidential
Information and/or projects. The spirit of mutual trust and confidence and
equitable treatment, shall be the underlying principle of this undertaking,
and ADC and TTAI agree to adhere thereto.
8. Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any
Proprietary Information disclosed to the receiving party. If the parties
hereto decide to enter into any arrangement regarding any Proprietary
Information develops herefrom it shall only be done on the basis of a
separate written agreement between them.
9. ADC and TTAI hereby agree not to circumvent, or to attempt to
circumvent, this Agreement in an effort to deprive the other party to this
agreement of fees, commissions or other remuneration, in connection with
the use of Confidential Information and/or in pursuit of the above listed
purposes and projects, and both parties shall indemnify the other against
any circumvention or attempt to circumvent by the offending party.
10. The furnishing of Proprietary Information hereunder shall not
obligate either party to enter into any further agreement or negotiation
with the other or to refrain from entering into an agreement or negotiation
with any other party.
11. In the event either party discloses, disseminates or releases any
Proprietary Information received from the other party or threatens to do
so, except as authorized hereunder, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the
disclosing party may demand prompt return of all Proprietary Information
previously provided to such party and obtain a preliminary and permanent
injunction enjoining any such disclosure, dissemination or release. The
provisions of this paragraph are in addition to any other legal right or
remedies the party whose Proprietary Information has been disclosed,
disseminated or released may have under federal or state law including
without limitation, any claims for disclosing party's direct and
consequential damages. The prevailing party in any dispute hereunder shall
be entitled to its costs and expenses in connection with enforcement and
any claim for damages for any violation of this Agreement, including its
reasonable attorneys' fees and court costs.
<PAGE>
12. The Designated Coordinator for: TTAI
Name: Ted Yamaoka
Address: 1977 W. 190th St., #100
City, State: Torrance, CA 90504
Telephone: 800-662-8182
FOR Anonymous Data Corporation:
James E. Beecham, MD, President
Anonymous Data Corporation
4340 S. Valley View Drive, Suite 210
Las Vegas, NV 89103
Telephone: (702) 221-0756
Fax: (702) 798-4480
Each party may change its Designated Coordinator at any time
during the term of this Agreement by notifying the Designated Coordinator
for the other party in writing. All notices hereunder shall be in writing
and mailed, faxed, or delivered to the Designated Coordinator at the place
or fax number listed above.
13. This agreement shall be effective, covering all present and
future negotiations by and between ADC and TTAI concerning the use by ADC
and TTAI of such Confidential Information and/or projects from the date of
this Agreement and shall continue for three (3) years. If ADC and TTAI
enter into any collateral agreements during this three year period, the
provisions of this Non-disclosure and Non-circumvent agreement shall remain
effective and in force until the expiration of any such subsequent or
collateral agreements.
14. This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous oral or written
agreements and representations with regard to the subject matter thereof.
This Agreement may not be modified except by writing signed by both
parties. If any provision of this Agreement shall be invalid or
unenforceable, the remainder of this Agreement shall remain in full force
and effect.
15. This Agreement shall be governed by the laws of the Nevada.
IN WITNESS WHEREOF, authorized officers of the parties have executed
this Agreement the date stated below, to be effective the date and year
first above written.
Toyota Tsusho America, Inc. Anonymous Data Corporation
By: T. Yamaoka By: J.E. Beecham
Name: Ted Yamaoka Name: James E. Beecham
Title: A.V.P. Title: President
Date: 11/6/98 Date: 6 Nov 1998
NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT
THIS AGREEMENT is entered into effective this 12th day of March, 1998,
between IriScan, Inc. (hereinafter "IriScan"), having its principal office
at 133-Q Gaither Drive, Mt. Laurel, New Jersey 08054, and Anonymous Data
Corporation, (hereinafter "ADC") having its principal office at 4340 S.
Valley View Drive, Las Vegas, Nevada 89103.
WHEREAS, the above parties contemplate discussions concerning
IriScan's biometric technologies based on the recognition of light patterns
and images as reflected from the iris in the human eye, which discussions
shall be for the following purpose(s): 1) Protection of employee medical
records relative to drug testing results, 2) Protection of medical records
relative to infectious diseases, 3) Protection of genetic testing records;
and related projects. And,
WHEREAS, in order to facilitate such discussions, certain confidential
and proprietary information, including without limitation technical,
patented, financial, or business information and trade secrets, may be
disclosed between the parties.
NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as to the follwing:
1. The term "Information", as used in this Agreement, means all
specifications, drawings, sketches, models, samples, reports, plans,
forecasts, current or historical data, computer programs or documentation
and all other technical, financial or business data, as well as any trade
secrets or other information concerning the business, customers, methods,
operations and services of a party.
2. "Proprietary information" is defined as information of the
disclosing party, not generally available to the public, which the
disclosing party desires to protect against unrestricted disclosure or
competitive use.
3. All information of the disclosing party disclosed to or otherwise
available to the other party as a result of the discussions hereunder or
subsequent work with each other shall be protected hereunder as Proprietary
Information of the disclosing party unless:
a. if in writing or other tangible form, it is conspicuously labled by
the disclosing party as not Proprietary Information; and
b. if oral, it is identified by the disclosing party as not Proprietary
Information.
<PAGE>
Either party shall have the right to change any information
incorrectly designed as not Proprietary by written notification as soon as
practical after such error is determined. The party receiving said
information shall, from that time forward, treat such information as
Proprietary Information.
4. All disclosures of Proprietary Information between the parties
pursuant to this Agreement shall be made by or under the supervision of a
Designated Coordinator for each party (identified in Paragraph 12 below).
Such Designated Coordinators shall first agree what Information submitted
by the disclosing party is not Proprietary Information before the receiving
party accepts the Information as not Proprietary Information.
5. Except as otherwise specified and subject to the provisions in
Paragraph 6 below with respect to any Proprietary Information provided
hereunder, the receiving party shall use the highest degree of care and
discretion to limit disclosure of such Proprietary Information including
taking steps:
a. to restrict disclosure of Proprietary Information solely to its
employee with a need to know and not disclose such Proprietary Information
to any other parties;
b. to advise all employees and Authorized Advisors of receiving party
with access to the Proprietary Information of the obligation for protecting
the Proprietary Information as provided hereunder; and
c. to use the Proprietary Information provided hereunder only for
purposes directly related to the Purposes described first above herein and
for no other purposes.
The "Authorized Advisor" is such other person(s), who is an
advisor to receiving party necessary for the Purposes described first
above, who disclosing party in writing has authorized to receive
Proprietary Information of disclosing party, and who agrees in writing to
the satisfaction of disclosing party to be bound by the terms hereof,
Proprietary Information may not be reproduced or copied, in part or in
whole, without the prior written consent of the disclosing party.
6. All Proprietary Information (including any reproductions and
copies thereof) shall remain the property of the disclosing party and shall
be returned by the receiving party to the disclosing party upon request. No
disclosure of any Proprietary Information hereunder shall be construed a
public disclosure of such Proprietary Information by either party for any
purpose whatever. The obligations imposed upon either party herein shall
not apply to information wheter or not designated as Proprietary
<PAGE>
Information which is disclosed pursuant to a valid order of a court or
other governmental body or any political subdivision thereof: provided,
however, that the recipient of the order shall first have given notice to
the disclosing party and made a reasonable effort to obtain a protective
order requiring that the Information and/or documents so disclosed to be
used only for the purposes for which the order was issued.
7. IriScan and ADC agree to make full disclosure of any business
dealings or arrangements with third parties, persons or entities introduced
by the other party in connection with such Confidential Information and/or
projects. The spirit of mutual trust and confidence and equitable
treatment, shall be the underlying principle of this undertaking, and
IriScan and ADC agree to adhere thereto.
8. Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any
Proprietary Information disclosed to the receiving party. If the parties
hereto decide to enter into any arrangement regarding any Proprietary
Information develops herefrom, it shall only be done on the basis of a
separate written agreement between them.
9. IriScan and ADC hereby agree not to circumvent, or to attempt to
circumvent, this Agreement in an effort to deprive the other party to this
agreement of fees, commissions or other remuneration, in connection with
the use of Confidential Information and/or in pursuit of the above listed
purposes and projects, and both parties shall indemnify the other against
any circumvention or attempt to circumvent by the offending party.
10. The furnishing of Proprietary Information hereunder shall not
obligate either party to enter into any further agreement or negotiation
with the other or to refrain from entering into an agreement or negotiation
with any other party.
11. In the event either party discloses, disseminates or releases any
Proprietary Information received from the other party or threatens to do
so, except as authorized hereunder, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the
disclosing party may demand prompt return of all Proprietary Information
previously provided to such party and obtain a preliminary and permanent
injunction enjoining any such disclosure, dissemination or release. The
provisions of this paragraph are in addition to any other legal right or
remedies the party whose Proprietary Infromation has been disclosed,
disseminated or released may have under federal or state law including
without limitation, any claims for disclosing party's direct and
consequential damages. The prevailing party in any dispute hereunder shall
be entitled to its costs and expenses in connection with enforcement and
any claim for damages for any violation of this Agreement, including its
reasonable attorneys' fees and court costs.
<PAGE>
12. The Designated Coordinators for the parties are:
FOR IRISCAN:
John E. Siedlarz, President
IriScan, Inc.
133-Q Gaither Drive
Mt. Laurel, NJ 08054
Telephone: (609) 234-7977
Fax: (609) 234-4768
FOR Anonymous Data Corporation:
James E. Beecham, MD, President
Anonymous Data Corporation
4340 S. Valley View Drive,
Las Vegas, Nevada 89103
Telephone: (702) 221-0756
Fax: (702) 227-8413
Each party may change its Designated Coordinator at any time
during the term of this Agreement by notifying the Designated Coordinator
for the other party in writing. All notices hereunder shall be in writing
and mailed, faxed, or delivered to the Designated Coordinator at the place
or fax number listed above.
13. This Agreement shall be effective, covering all present and
future negotiations by and between IriScan and ADC concerning the use by
IriScan and ADC of such Confidential Information and/or projects from the
date of this Agreement and shall continue for three (3) years. If IriScan
and ADC enter into any collateral agreements during this three year period,
the provisions of this Non-disclosure and Non-circumvent agreement shall
remain effective and in force until the expiration of any such subsequent
or collateral agreements.
14. This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous oral or written
agreements and representations with regard to the subject matter thereof.
This Agreement may not be modified except by a writing signed by both
parties. If any provision of this Agreement shall be invalid or
unenforceable, the remainder of this Agreement shall remain in full force
and effect.
15. This Agreement shall be governed by the laws of the State of New
Jersey.
<PAGE>
IN WITNESS WHEREOF, authorized officers of the parties have executed
this Agreement the date stated below, to be effective the date and year
first above written.
IriScan, Inc. Anonymous Data Corporation
By: /s/John Siedlarz By:/s/ James Beecham
Name: John E. Siedlarz Name: James E. Beecham
Title: Pres/CEO Title: Pres/CEO
Date: 03/12/98 Date: 03/14/98
NON-DISCLOSURE AGREEMENT
The parties to this Agreement are Anonymous Data Corporation
(hereinafter ADC) and BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST
DIVISION (hereinafter BATTELLE). Both parties have concluded that the
following understanding will establish the conditions under which the
Proprietary Information can be disclosed or exchanged.
For and in consideration of the mutual understandings by ADC and
BATTELLE, it is hereby agreed:
1. "Proprietary Information" is confidential and proprietary information
relating to: 1) Protection of employee medical records relative to drug
testing results, 2) Protection of medical records relative to infectious
disease testing, 3) Protection of genetic testing records, and 4) Biometric
identification of patients and results in the fields of pharmacy, blood
banking, radiology and laboratory specimens; and related projects.
2. All disclosures of "Proprietary Information" will be in writing and
marked "PROPRIETARY' or equivalent words by ADC at the time such writings
are first furnished to BATTELLE.
3. BATTELLE and its representative(s) shall maintain the identified
Proprietary Information in confidence for a period of three (3) years from
the effective date of this Agreement. During this period, BATTELLE shall
not divulge such information to any third party or use such information for
any purpose other than review and evaluation without the prior written
consent of ADC. BATTELLE shall treat such information with the same degree
of care as it accords to its own proprietary information.
4. It is understood by the parties that this obligation of
confidentiality shall not apply to information which:
1. is published or becomes published or otherwise becomes generally
available to the public through no breach of this Agreement by BATTELLE; or
2. BATTELLE can show was properly in its possession prior to receipt of
the disclosure from ADC; or
3. is independently developed by BATTELLE staff not having access to ADC
Proprietary Information as demonstrated by competent documentary evidence;
or
4. becomes available to BATTELLE from an independent source without
breach of agreement or violation of law; or
<PAGE>
5. is required to be disclosed pursuant to proper governmental or
judicial process, provided that notice of such process is promptly provided
to ADC in order that ADC may have every reasonable opportunity to intervene
in such process to contest such disclosure
5. Proprietary Information disclosed hereunder shall remain the property
of ADC. No license under any patent, copyright, trademark or trade secret
is granted or implied.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington and any action brought to enforce any
provision or obligation hereunder shall be brought in a court of competent
jurisdiction in the State of Washington. The prevailing party in any such
proceeding shall be entitled to receive from the other party all reasonable
attorneys' fees incurred by such prevailing party and all costs reasonably
incurred in connection therewith.
The term of this Agreement shall be one (1) year, or as extended by written
modification. Article 3 shall survive termination. The effective date of
this Agreement shall be determined by the date affixed hereto by the party
last signing this Agreement.
BATTELLE MEMORIAL INSTITUTE ANONYMOUS DATE CORPORATION
PACIFIC NORTHWEST DIVISION
BY:/s/ Laurie Berube BY:/s/James Beecham
PRINTED NAME Laurie P. Berube PRINTED NAME James E. Beecham
TITLE Contracting Officer TITLE President / CEO
DATE______May 8, 1998________________ DATE_______May 4, 1998_____________
NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT
This AGREEMENT is entered into effective this 5th day of
September1998,
Between Anonymous Data Corporation, (hereinafter "ADC"), having its
principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas,
Nevada 89103, and Laser Barcode Solutions, having principal office at
2545 S. Bruce St., Suite 3, Las Vegas, Nevada.
WHEREAS, the above parties contemplate discussions concerning ADC's
involvement in the business of using biometrics in the medical field, both
domestically and internationally. The discussions in particular shall be
for the following purpose(s): 1) Protection of employee medical records
relative to drug testing results, 2) Protection of medical records relative
to infectious disease testing, 3). Protection of genetic testing records,
and 4). Biometric identification of patients and results in the fields of
pharmacy, blood banking, radiology and laboratory specimens; and related
projects. And
WHEREAS, in order to facilitate such discussions, certain confidential
and proprietary information, including without limitation technical,
patented, financial, or business information and trade secrets, may be
disclosed between the parties.
NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as to the following:
1. The term "Information", as used in this Agreement, means all
specifications, drawings, sketches, models, samples, reports, plans,
forecasts, current or historical data, computer programs or documentation
and all other technical, financial or business data, as well as any trade
secrets or other information concerning the business, customers, methods,
operations and services of a party.
2. "Proprietary Information" is defined as information of the
disclosing party, not generally available to the public, which the
disclosing party desires to protect against unrestricted disclosure or
competitive use.
3. All information of the disclosing party disclosed to or otherwise
available to the other party as a result of the discussions hereunder or
subsequent work with each other shall be protected hereunder as Proprietary
Information of the disclosing party unless:
a. if in writing or other tangible form, it is conspicuously
labeled by the disclosing party as not Proprietary
Information; and
<PAGE>
b. if oral, it is identified by the disclosing party as not
proprietary
Information.
Either party shall have the right to change any information
incorrectly designated as not Proprietary by written notification as soon
as practical after such error is determined. The party receiving said
notification shall, from that time forward, treat such information as
Proprietary Information.
4. All disclosures of Proprietary Information between the parties
pursuant to this Agreement shall be made by or under the supervision of a
Designated Coordinator for each party (identified in Paragraph 12 below).
Such Designated Coordinators shall first agree what Information submitted
by the disclosing party is not Proprietary Information before the receiving
party accepts the Information as not Proprietary Information.
5. Except as otherwise specified and subject to the provisions of
Paragraph 6 below with respect to any Proprietary Information provided
hereunder, the receiving party shall use the highest degree of care and
discretion to limit disclosure of such Proprietary Information including
taking steps:
a. to restrict disclosure of Proprietary Information solely to
its employees with a need to know and not disclose such
Proprietary Information to any other parties;
b. to advise all employees and Authorized Advisors of receiving
party with access to the Proprietary Information of the
obligation for protecting the Proprietary Information as
provided hereunder; and
c. to use the Proprietary Information provided hereunder only
for purposes directly related to the Purposes described
first above herein and for no other purposes.
The "Authorized Advisor" is such other person(s), who is an
advisor to receiving party necessary for the Purposes described first
above, who disclosing party in writing has authorized to receive
Proprietary Information of disclosing party, and who agrees in writing to
the satisfaction of disclosing party to be bound by the terms hereof.
Proprietary Information may not be reproduced or copied, in part or in
whole, without the prior written consent of the disclosing party.
6. All Proprietary Information (including any reproductions and
copies thereof) shall remain the property of the disclosing party and shall
be returned by the receiving party to the disclosing party upon request.
No disclosure of any Proprietary Information hereunder shall be construed a
public disclosure of such Proprietary Information by either party for any
purpose whatever. The obligations imposed upon either party herein shall
not apply to Information whether or not designated as Proprietary
<PAGE>
Information which is disclosed pursuant to a valid order of a court or
other governmental body or any political subdivision thereof; provided,
however, that the recipient of the order shall first have given notice to
the disclosing party and made a reasonable effort to obtain a protective
order requiring that the Information and/or documents so disclosed to be
used only for the purposes for which the order was issued.
7. ADC and LBS agree to make full disclosure of any business
dealings or arrangements with third parties, persons, or entities
introduced by the other party in connection with such Confidential
Information and/or projects. The spirit of mutual trust and confidence and
equitable treatment, shall be the underlying principle of this undertaking,
and ADC and LBS agree to adhere thereto.
8. Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any
Proprietary Information disclosed to the receiving party. If the parties
hereto decide to enter into any arrangement regarding any Proprietary
Information develops herefrom it shall only be done on the basis of a
separate written agreement between them.
9. ADC and LBS hereby agree not to circumvent, or to attempt to
circumvent, this Agreement in an effort to deprive the other party to this
agreement of fees, commissions or other remuneration, in connection with
the use of Confidential Information and/or in pursuit of the above listed
purposes and projects, and both parties shall indemnify the other against
any circumvention or attempt to circumvent by the offending party.
10. The furnishing of Proprietary Information hereunder shall not
obligate either party to enter into any further agreement or negotiation
with the other or to refrain from entering into an agreement or negotiation
with any other party.
11. In the event either party discloses, disseminates or releases any
Proprietary Information received from the other party or threatens to do
so, except as authorized hereunder, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the
disclosing party may demand prompt return of all Proprietary Information
previously provided to such party and obtain a preliminary and permanent
injunction enjoining any such disclosure, dissemination or release. The
provisions of this paragraph are in addition to any other legal right or
remedies the party whose Proprietary Information has been disclosed,
disseminated or released may have under federal or state law including
without limitation, any claims for disclosing party's direct and
consequential damages. The prevailing party in any dispute hereunder shall
be entitled to its costs and expenses in connection with enforcement and
any claim for damages for any violation of this Agreement, including its
reasonable attorneys' fees and court costs.
<PAGE>
12. The Designated Coordinator for: LBS
Name: Thomas M. Yokoyama
Address: 2545 S. Bruce St., Ste 3
City, State: Las Vegas, NV 89109
Telephone: 702-737-3211
FOR Anonymous Data Corporation:
James E. Beecham, MD, President
Anonymous Data Corporation
4340 S. Valley View Drive, Suite 210
Las Vegas, NV 89103
Telephone: (702) 221-0756
Fax: (702) 227-8413
Each party may change its Designated Coordinator at any time
during the term of this Agreement by notifying the Designated Coordinator
for the other party in writing. All notices hereunder shall be in writing
and mailed, faxed, or delivered to the Designated Coordinator at the place
or fax number listed above.
13. This agreement shall be effective, covering all present and
future negotiations by and between ADC and LBS concerning the use by ADC
and LBS of such Confidential Information and/or projects from the date of
this Agreement and shall continue for three (3) years. If ADC and LBS
enter into any collateral agreements during this three year period, the
provisions of this Non-disclosure and Non-circumvent agreement shall remain
effective and in force until the expiration of any such subsequent or
collateral agreements.
14. This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous oral or written
agreements and representations with regard to the subject matter thereof.
This Agreement may not be modified except by writing signed by both
parties. If any provision of this Agreement shall be invalid or
unenforceable, the remainder of this Agreement shall remain in full force
and effect.
15. This Agreement shall be governed by the laws of the Nevada.
IN WITNESS WHEREOF, authorized officers of the parties have executed
this Agreement the date stated below, to be effective the date and year
first above written.
Laser Barcode Solutions, Inc. Anonymous Data Corporation
By: Thomas M. Yokoyama By: J.E. Beecham
Date: 5 Sept 1998 Date: 5 Sept 1998
NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT
This AGREEMENT is entered into effective this18th day of June 1998,
Between Anonymous Data Corporation, (hereinafter "ADC"), having its
principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada
89103, and Polaroid Corporation, having principal office at Technology
Square, Cambridge, MA 02139.
WHEREAS, the above parties contemplate discussions concerning ADC's
involvement in the business of using biometrics in the medical field, both
domestically and internationally. The discussions in particular shall be
for the following purpose(s): 1) Protection of employee medical records
relative to drug testing results, 2) Protection of medical records relative
to infectious disease testing, 3). Protection of genetic testing records,
and 4). Biometric identification of patients and results in the fields of
pharmacy, blood banking, radiology and laboratory specimens; and related
projects. And
WHEREAS, in order to facilitate such discussions, certain confidential
and proprietary information, including without limitation technical,
patented, financial, or business information and trade secrets, may be
disclosed between the parties.
NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as to the following:
1. The term "Information", as used in this Agreement, means all
specifications, drawings, sketches, models, samples, reports, plans,
forecasts, current or historical data, computer programs or documentation
and all other technical, financial or business data, as well as any trade
secrets or other information concerning the business, customers, methods,
operations and services of a party.
2. "Proprietary Information" is defined as information of the
disclosing party, not generally available to the public, which the
disclosing party desires to protect against unrestricted disclosure or
competitive use.
3. All information of the disclosing party disclosed to or otherwise
available to the other party as a result of the discussions hereunder or
subsequent work with each other shall be protected hereunder as Proprietary
Information of the disclosing party unless:
a. if in writing or other tangible form, it is conspicuously
labeled by the disclosing party as not Proprietary
Information; and
b. if oral, it is identified by the disclosing party as not
proprietary Information.
<PAGE>
Either party shall have the right to change any information
incorrectly designated as not Proprietary by written notification as soon
as practical after such error is determined. The party receiving said
notification shall, from that time forward, treat such information as
Proprietary Information.
4. All disclosures of Proprietary Information between the parties
pursuant to this Agreement shall be made by or under the supervision of a
Designated Coordinator for each party (identified in Paragraph 12 below).
Such Designated Coordinators shall first agree what Information submitted
by the disclosing party is not Proprietary Information before the receiving
party accepts the Information as not Proprietary Information.
5. Except as otherwise specified and subject to the provisions of
Paragraph 6 below with respect to any Proprietary Information provided
hereunder, the receiving party shall use the highest degree of care and
discretion to limit disclosure of such Proprietary Information including
taking steps:
a. to restrict disclosure of Proprietary Information solely to
its employees with a need to know and not disclose such
Proprietary Information to any other parties;
b. to advise all employees and Authorized Advisors of receiving
party with access to the Proprietary Information of the
obligation for protecting the Proprietary Information as
provided hereunder; and
c. to use the Proprietary Information provided hereunder only
for purposes directly related to the Purposes described
first above herein and for no other purposes.
The "Authorized Advisor" is such other person(s), who is an
advisor to receiving party necessary for the Purposes described first
above, who disclosing party in writing has authorized to receive
Proprietary Information of disclosing party, and who agrees in writing to
the satisfaction of disclosing party to be bound by the terms hereof.
Proprietary Information may not be reproduced or copied, in part or in
whole, without the prior written consent of the disclosing party.
6. All Proprietary Information (including any reproductions and
copies thereof) shall remain the property of the disclosing party and shall
be returned by the receiving party to the disclosing party upon request.
No disclosure of any Proprietary Information hereunder shall be construed a
public disclosure of such Proprietary Information by either party for any
purpose whatever. The obligations imposed upon either party herein shall
not apply to Information whether or not designated as Proprietary
Information which is disclosed pursuant to a valid order of a court or
other governmental
<PAGE>
body or any political subdivision thereof; provided, however, that the
recipient of the order shall first have given notice to the disclosing
party and made a reasonable effort to obtain a protective order requiring
that the Information and/or documents so disclosed to be used only for the
purposes for which the order was issued.
7. ADC and Polaroid agree to make full disclosure of any business
dealings or arrangements with third parties, persons, or entities
introduced by the other party in connection with such Confidential
Information and/or projects. The spirit of mutual trust and confidence and
equitable treatment, shall be the underlying principle of this undertaking,
and ADC and Polaroid agree to adhere thereto.
8. Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any
Proprietary Information disclosed to the receiving party. If the parties
hereto decide to enter into any arrangement regarding any Proprietary
Information develops herefrom it shall only be done on the basis of a
separate written agreement between them.
9. ADC and Polaroid hereby agree not to circumvent, or to attempt to
circumvent, this Agreement in an effort to deprive the other party to this
agreement of fees, commissions or other remuneration, in connection with
the use of Confidential Information and/or in pursuit of the above listed
purposes and projects, and both parties shall indemnify the other against
any circumvention or attempt to circumvent by the offending party.
10. The furnishing of Proprietary Information hereunder shall not
obligate either party to enter into any further agreement or negotiation
with the other or to refrain from entering into an agreement or negotiation
with any other party.
11. In the event either party discloses, disseminates or releases any
Proprietary Information received from the other party or threatens to do
so, except as authorized hereunder, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the
disclosing party may demand prompt return of all Proprietary Information
previously provided to such party and obtain a preliminary and permanent
injunction enjoining any such disclosure, dissemination or release. The
provisions of this paragraph are in addition to any other legal right or
remedies the party whose Proprietary Information has been disclosed,
disseminated or released may have under federal or state law including
without limitation, any claims for disclosing party's direct and
consequential damages. The prevailing party in any dispute hereunder shall
be entitled to its costs and expenses in connection with enforcement and
any claim for damages for any violation of this Agreement, including its
reasonable attorneys' fees and court costs.
<PAGE>
12. The Designated Coordinator for: Polaroid Corporation
Name: _______________________________
Address: _____________________________
City, State: ___________________________
Telephone: ___________________________
FOR Anonymous Data Corporation:
James E. Beecham, MD, President
Anonymous Data Corporation
4340 S. Valley View Drive, Suite 210
Las Vegas, NV 89103
Telephone: (702) 221-0756
Fax: (702) 227-8413
Each party may change its Designated Coordinator at any time
during the term of this Agreement by notifying the Designated Coordinator
for the other party in writing. All notices hereunder shall be in writing
and mailed, faxed, or delivered to the Designated Coordinator at the place
or fax number listed above.
13. This agreement shall be effective, covering all present and
future negotiations by and between ADC and Polaroid concerning the use by
ADC and Polaroid of such Confidential Information and/or projects from the
date of this Agreement and shall continue for three (3) years. If ADC and
Polaroid enter into any collateral agreements during this three year
period, the provisions of this Non-disclosure and Non-circumvent agreement
shall remain effective and in force until the expiration of any such
subsequent or collateral agreements.
14. This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous oral or written
agreements and representations with regard to the subject matter thereof.
This Agreement may not be modified except by writing signed by both
parties. If any provision of this Agreement shall be invalid or
unenforceable, the remainder of this Agreement shall remain in full force
and effect.
15. This Agreement shall be governed by the laws of the Nevada.
IN WITNESS WHEREOF, authorized officers of the parties have executed
this Agreement the date stated below, to be effective the date and year
first above written.
NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT
This AGREEMENT is entered into effective this 9th day of February
1999,
Between Anonymous Data Corporation, (hereinafter "ADC"), having its
principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas,
Nevada 89103, Litton Data Systems, having principal office at 10770
Wateridge Circle, San Diego, California 92191-9050.
WHEREAS, the above parties contemplate discussions concerning ADC's
involvement in the business of using biometrics in the medical field, both
domestically and internationally. The discussions in particular shall be
for the following purpose(s): 1) Protection of employee medical records
relative to drug testing results, 2) Protection of medical records relative
to infectious disease testing, 3). Protection of genetic testing records,
and 4). Biometric identification of patients and results in the fields of
pharmacy, blood banking, radiology and laboratory specimens; and related
projects. And
WHEREAS, in order to facilitate such discussions, certain confidential
and proprietary information, including without limitation technical,
patented, financial, or business information and trade secrets, may be
disclosed between the parties.
NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as to the following:
1. The term "Information", as used in this Agreement, means all
specifications, drawings, sketches, models, samples, reports, plans,
forecasts, current or historical data, computer programs or documentation
and all other technical, financial or business data, as well as any trade
secrets or other information concerning the business, customers, methods,
operations and services of a party.
2. "Proprietary Information" is defined as information of the
disclosing party, not generally available to the public, which the
disclosing party desires to protect against unrestricted disclosure or
competitive use.
3. All information of the disclosing party disclosed to or otherwise
available to the other party as a result of the discussions hereunder or
subsequent work with each other shall be protected hereunder as Proprietary
Information of the disclosing party unless:
a. if in writing or other tangible form, it is conspicuously
labeled by the disclosing party as not Proprietary
Information; and
<PAGE>
b. if oral, it is identified by the disclosing party as not
proprietary Information.
Either party shall have the right to change any information
incorrectly designated as not Proprietary by written notification as soon
as practical after such error is determined. The party receiving said
notification shall, from that time forward, treat such information as
Proprietary Information.
4. All disclosures of Proprietary Information between the parties
pursuant to this Agreement shall be made by or under the supervision of a
Designated Coordinator for each party (identified in Paragraph 12 below).
Such Designated Coordinators shall first agree what Information submitted
by the disclosing party is not Proprietary Information before the receiving
party accepts the Information as not Proprietary Information.
5. Except as otherwise specified and subject to the provisions of
Paragraph 6 below with respect to any Proprietary Information provided
hereunder, the receiving party shall use the highest degree of care and
discretion to limit disclosure of such Proprietary Information including
taking steps:
a. to restrict disclosure of Proprietary Information solely to
its employees with a need to know and not disclose such
Proprietary Information to any other parties;
b. to advise all employees and Authorized Advisors of receiving
party with access to the Proprietary Information of the
obligation for protecting the Proprietary Information as
provided hereunder; and
c. to use the Proprietary Information provided hereunder only
for purposes directly related to the Purposes described
first above herein and for no other purposes.
The "Authorized Advisor" is such other person(s), who is an
advisor to receiving party necessary for the Purposes described first
above, who disclosing party in writing has authorized to receive
Proprietary Information of disclosing party, and who agrees in writing to
the satisfaction of disclosing party to be bound by the terms hereof.
Proprietary Information may not be reproduced or copied, in part or in
whole, without the prior written consent of the disclosing party.
6. All Proprietary Information (including any reproductions and
copies thereof) shall remain the property of the disclosing party and shall
be returned by the receiving party to the disclosing party upon request.
No disclosure of any Proprietary Information hereunder shall be construed a
public disclosure of such Proprietary Information by either party for any
purpose whatever. The obligations imposed upon either party herein shall
not apply to Information whether or not designated as Proprietary
<PAGE>
Information which is disclosed pursuant to a valid order of a court or
other governmental body or any political subdivision thereof; provided,
however, that the recipient of the order shall first have given notice to
the disclosing party and made a reasonable effort to obtain a protective
order requiring that the Information and/or documents so disclosed to be
used only for the purposes for which the order was issued.
7. ADC and Litton Data Systems agree to make full disclosure of any
business dealings or arrangements with third parties, persons, or entities
introduced by the other party in connection with such Confidential
Information and/or projects. The spirit of mutual trust and confidence and
equitable treatment, shall be the underlying principle of this undertaking,
and ADC and Litton Data Systems agree to adhere thereto.
8. Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any
Proprietary Information disclosed to the receiving party. If the parties
hereto decide to enter into any arrangement regarding any Proprietary
Information develops herefrom it shall only be done on the basis of a
separate written agreement between them.
9. ADC and Litton Data Systems hereby agree not to circumvent, or to
attempt to circumvent, this Agreement in an effort to deprive the other
party to this agreement of fees, commissions or other remuneration, in
connection with the use of Confidential Information and/or in pursuit of
the above listed purposes and projects, and both parties shall indemnify
the other against any circumvention or attempt to circumvent by the
offending party.
10. The furnishing of Proprietary Information hereunder shall not
obligate either party to enter into any further agreement or negotiation
with the other or to refrain from entering into an agreement or negotiation
with any other party.
11. In the event either party discloses, disseminates or releases any
Proprietary Information received from the other party or threatens to do
so, except as authorized hereunder, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the
disclosing party may demand prompt return of all Proprietary Information
previously provided to such party and obtain a preliminary and permanent
injunction enjoining any such disclosure, dissemination or release. The
provisions of this paragraph are in addition to any other legal right or
remedies the party whose Proprietary Information has been disclosed,
disseminated or released may have under federal or state law including
without limitation, any claims for disclosing party's direct and
consequential damages. The prevailing party in any dispute hereunder shall
be entitled to its costs and expenses in connection with enforcement and
any claim for damages for any violation of this Agreement, including its
reasonable attorneys' fees and court costs.
<PAGE>
12. The Designated Coordinator for: Litton Data Systems
Name: Joe Adams
Address: 10770 Wateridge Circle
City, State: San Diego, CA 92191-9050
Telephone: 619-623-6846
FOR Anonymous Data Corporation:
Thomas M. Yokoyama, President
Anonymous Data Corporation
4340 S. Valley View Drive, Suite 210
Las Vegas, NV 89103
Telephone: (702) 221-0756
Fax: (702) 798-4480
Each party may change its Designated Coordinator at any time
during the term of this Agreement by notifying the Designated Coordinator
for the other party in writing. All notices hereunder shall be in writing
and mailed, faxed, or delivered to the Designated Coordinator at the place
or fax number listed above.
13. This agreement shall be effective, covering all present and
future negotiations by and between ADC and Litton Data Systems concerning
the use by ADC and Litton Data Systems of such Confidential Information
and/or projects from the date of this Agreement and shall continue for
three (3) years. If ADC and Litton Data Systems enter into any collateral
agreements during this three year period, the provisions of this Non-
disclosure and Non-circumvent agreement shall remain effective and in force
until the expiration of any such subsequent or collateral agreements.
14. This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous oral or written
agreements and representations with regard to the subject matter thereof.
This Agreement may not be modified except by writing signed by both
parties. If any provision of this Agreement shall be invalid or
unenforceable, the remainder of this Agreement shall remain in full force
and effect.
15. This Agreement shall be governed by the laws of the Nevada.
IN WITNESS WHEREOF, authorized officers of the parties have executed
this Agreement the date stated below, to be effective the date and year
first above written.
Litton Data Systems Anonymous Data Corporation
By: Joe Adams By: Thomas M. Yokoyama
Name:/s/ Joe Adams Name:/s/Thomas Yokoyama
Title: Program Manager Title: President
Date: Feb. 9, 1999 Date: Feb. 9, 1999
Memorandum of Understanding
This Memorandum of Understanding is between Laser Barcode Solutions, Inc
(LBS), a Hawaii Corporation authorized to do business in the State of
Nevada (hereinafter "LBS") and Anonymous Data Corporation, a Nevada
Corporation (hereinafter "ADC").
Whereas LBS has a Value Added Reseller (VAR) contract with several
manufacturers of bar code equipment and
Whereas ADC is in the business of identification of individuals in relation
to storing and retrieving that individuals' medical analysis data for
medical tests using bar code equipment, and
Whereas LBS and ADC believe there may be viable profitable markets in which
bar code equipment may be utilized in the identification, storing and
retrieval of the results of laboratory analysis for medical testing,
Now therefore LBS and ADC agree as follows:
1. LBS will disclose to ADC details of all pertinent LBS VAR contract terms
in reference to bar code equipment of interest to ADC.
2. LBS will provide bids on bar code equipment to ADC on ADC request.
3. LBS will make available equipment for ADC purchase at a price that
equally devides the LBS VAR discount between LBS and ADC.
The consideration for this Memorandum of Understanding is the opportunity
for LBS and ADC to determine whether each party's products, services and
expertise used together with the other parties' products, services and
expertise can produce a viable and profitable product in the marketplace.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written below.
ANONYMOUS DATA LBS
CORPORATION CORPORATION
By:/s/ James E. Beecham By:/s/ Thomas Yokoyama
- ----------------------- -------------------------
James E. Beecham, MD Mr. Thomas Yokoyama
President President
Dated: 11/24/98 Dated: 11/24/98
AMENDMENT
TO
MEMORANDUM OF UNDERSTANDING
BETWEEN
LASER BARCODE SOLUTIONS
AND
ANONYMOUS DATA CORPORATION
The following is amended to the original Memorandum of Understanding dated
November 24, 1998:
a. LBS agrees that 10% of all gross revenue generated by sales for
systems/products using biometrics in the nonmedical field will be given to
ADC.
b. LSB agrees that Thomas M. Yokoyama's intellectual property will be
ADC's property where it pertains to biometrics in the medical field and
personal property where it pertains to nonmedical inventions.
LASER BARCODE SOLUTIONS ANONYMOUS DATA CORPORATION
By: /s/Thomas M. Yokoyama By: /s/ James E. Beecham
------------------------ ----------------------
Thomas M. Yokoyama James E. Beecham
President President
Date: November 25, 1998 Date: November 25, 1998
OFFICE LEASE AGREEMENT
Dated this 1st day of December, 1996. Las Vegas,
Nevada
The lease agreement is entered into between:
Nevada Offshore Petroleum Export Corp. (NOPEC) (hereinafter
known as "Lessor"),
Of 4340 S. Valley View Suite 210, Las Vegas, NV. 89103.
To lease to:
Anonymous Data Corporation (ADC) (hereinafter known as
Lessee), James E. Beecham, an Office at 4340 S. Valley View,
Suite 210, Las Vegas, NV. 89103.
Lease Period: The lessee agrees to comply with all terms and
conditions of the lease including prompt payment of all
rents. The lease terms are incorporated into this agreement
by reference. The Lessee agrees to pay the Lessor a month
to month, payment of five hundred dollars ($500.00) or in
lieu of services agreed upon by Lessor and Lessee on or
before the 10th of each month.
Security Deposit: The Lessee agree to pay to Lessor the sum
of $ 0.00 as a security deposit, to be promptly returned
upon the termination of this lease and compliance of all
conditions.
Entire Agreement: Nothing herein shall constitute consent to
any further Assignment of Lease.
Dated this 18th day of Dec, 1996
/s/Norm Barrett
Lessor
Dated this 1st day of Dec., 1996
/s/ James E. Beecham
Lessee
September 19, 1998
Anonymous Data Corporation
4340 S. Valley View Blvd. Suite #210
Las Vegas, NV 89103
This letter is a modification to the existing lease and serves to confirm
that ADC will occupy the entire space at the above location. Accordingly
ADC's rent will increase to $2680.29 per month plus any CAM adjustments and
utilities billed at the above location.
Nevada Offshore Petroleum Export Corporation
/s/ Norman C. Barrett
- -----------------------------
Norman C. Barrett, President
Accepted, acknowledges, approved and agreed on this the 19th day of
September, 1998 by
/s/ James E. Beecham
- --------------------------------
James E. Beecham, ADC President
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