EXHIBIT 10.56
SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
-----------------------------
This Settlement Agreement and General Release ("Agree-ment") is entered
into effective this 28th day of April, 2000, by and among Nettaxi.com, a Nevada
corporation ("Nettaxi") and RGC International Investors LDC, a Cayman Islands
corporation ("RGC"), Rose Glen Capital Management, L.P., a Delaware limited
partnership ("RGCM"), RGC General Partner Corporation, a Delaware corporation
("RGCGPC"), Steve Katznelson, an individual ("Katznelson"), Gerald Stahlecker,
an individual ("Stahlecker"), and Chris Hinkel, an individual ("Hinkel") (RGC,
RGCM and RCGGPC shall be collectively referred to herein as "Rose Glen").
<PAGE>
R E C I T A L S
---------------
A. On March 31, 1999, Nettaxi and Rose Glen entered into that certain
Securities Purchase Agreement (the "Securities Purchase Agreement") whereby
Nettaxi agreed to sell to Rose Glen, and Rose Glen agreed, among other things,
to purchase from Nettaxi, those certain Convertible Debentures in the aggregate
principal amount of $5,000,000 (the "Debenture"), convertible into shares of
Nettaxi common stock. In accordance with the Securities Purchase Agreement,
Nettaxi also issued to Rose Glen warrants to purchase 150,000 shares of Nettaxi
common stock (the "First Warrants") at an exercise price of $12.375 per share,
and Nettaxi and Rose Glen entered into that certain Registration Rights
Agreement dated as of March 31, 1999 (the "Registration Rights Agreement").
B. In August 1999, Nettaxi and Rose Glen agreed to change the exercise
price of the First Warrants to $7.857 per share. Rose Glen then exercised the
First Warrants in full, and Nettaxi granted to Rose Glen additional warrants to
purchase 150,000 shares of Nettaxi common stock (the "Second Warrants") at an
exercise price of $7.857 per share.
C. Commencing in November 1999, Rose Glen began to convert the
Debentures and to exercise the investment options granted by Nettaxi in
accordance with the Debentures (the "Options"). As of March 31, 2000,
$2,600,000 of the then outstanding principal amount of the Debentures, plus
accrued interest thereon, had been converted into an aggregate of 1,434,155
shares of Nettaxi common stock, and Rose Glen had exercised Options to purchase
an additional 1,434,155 shares. As of March 15, 2000, the $2,400,000 remaining
principal amount of the Debentures, plus accrued interest thereon, could have
been converted into Nettaxi common stock at a conversion price of $1.1416 per
share.
D. In March 2000, disputes arose between Nettaxi and Rose Glen
regarding the parties' respective rights and obligations under the Securities
Purchase Agreement, the Debenture and the Registration Rights Agreement.
<PAGE>
E. On March 31, 2000, Nettaxi filed a Complaint in the Superior Court
of the State of California for the County of Santa Clara (Case No. CV 788836)
(the "California Action") against Rose Glen, Katznelson, Stahlecker and Hinkel,
seeking declaratory relief regarding Nettaxi's ability to prepay the outstanding
balance of the Debenture. Prior to filing the Complaint in the California
Action, Nettaxi.com made written tender to Rose Glen the sum of $2,558,800 as
payment in full of the outstanding principal, interest and other sums allegedly
due under the Debenture. The Complaint also sought damages for fraud and breach
of fiduciary duty and rescission of the Securities Purchase Agreement and
Debenture and restitution, and requested injunctive and declaratory relief as
well as an award of attorneys fees and costs. On or about April 14, 2000, the
California Action was removed to the United States District Court for the
Northern District of California (Case No. C 00-20404-JF PVT ARB).
F. On April 14, 2000, Rose Glen filed a Complaint in the United States
District Court for the District of Delaware (Case No. 00-405) (the "Delaware
Action") against Nettaxi, seeking a declaration of its right to enforce certain
penalty provisions under the Debenture, damages for breach of contract and
breach of the duty of good faith and fair dealing, and damages for fraud and
libel. The Complaint also sought rescission of a Nettaxi private placement and
certain injunctive relief, as well as attorneys' fees and costs.
G. On April 18, 2000, Nettaxi moved for a temporary restraining order
in the California Action. On April 24, 2000, Nettaxi moved to dismiss or stay
the Delaware Action so that the parties could litigate their disputes in the
California Action. On April 26, 2000, Nettaxi's application for a temporary
restraining order was denied.
H. The parties now desire to settle forever all disputes between them
existing prior to the date hereof or arising out of the California Action and
the Delaware Action, the Securities Purchase Agreement, the Debenture and the
Registration Rights Agreement, including any potential claims against each
other, known or unknown, that might be or might have been brought, and to
replace all of Rose Glen's rights under the Securities Purchase Agreement, the
Debenture and the Registration Rights Agreement with the securities issued under
and subject to the terms of this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
hereinafter made, the parties agree as follows:
<PAGE>
1. Issuance of Settlement Shares and Warrants; Cancellation of Debenture.
------------------------------------------------------------------------
Nettaxi shall deliver to Rose Glen, within three (3) business days (the
"Delivery Date") after the later of (i) the ninetieth (90th) day following the
date hereof or (ii) the effective date of a new Registration Statement on Form
S-1 (the "New Registration Statement") registering for resale the Shares and
the Warrant Shares (as defined herein) under the Securities Act of 1933 (the
"Securities Act"), each of the following: (a) an unlegended stock certificate or
certificates evidencing an aggregate of 1,750,000 shares of Nettaxi common stock
(the "Shares"); and (b) warrants, in the form attached hereto as Exhibit A, to
purchase an aggregate of 2,200,000 shares of Nettaxi common stock, with an
exercise price of $1.50 per share (the "New Warrants"). The releases
contemplated by this Agreement shall become effective only upon the receipt by
Rose Glen of the Shares and the New Warrants pursuant to this Section 1. The
shares of Nettaxi common stock underlying the New Warrants and the Second
Warrants shall be defined herein as the "Warrant Shares". The term "Settlement
Shares" shall refer to the Shares and the Warrant Shares underlying the New
Warrants. Upon the happening of the delivery of the Shares and the New Warrants
to Rose Glen and the registration for resale of the Shares and the Warrant
Shares so that they are freely tradable under the Securities Act ("Delivery of
Settlement Shares"), the Debenture, the Securities Purchase Agreement and the
Registration Rights Agreement shall thereupon be cancelled and of no further
force or effect. Simultaneous with the execution of this Agreement, the parties
shall execute a new registration rights agreement, in the form attached hereto
as Exhibit B, with respect to the parties' rights and obligations under the New
Registration Statement (the "Second Registration Rights Agreement"). Beginning
on the date this Agreement is executed and prior to the Delivery of Settlement
Shares (the "Conversion Period"), the Debenture shall be convertible by Rose
Glen at a fixed conversion price of $1.42 per share. Any shares issued upon
conversion of the Debenture during the Conversion Period shall reduce, on a
one-for-one basis, the number of Shares to be issued to Rose Glen pursuant to
this Section 1, and shall be deemed to be Settlement Shares for purposes hereof.
2. The Second Warrants. The Second Warrants shall remain unmodified by
-------------------
this Agreement, and shall continue in full force and effect pursuant to the
terms and conditions thereof. The shares underlying the Second Warrants shall
be included in the New Registration Statement.
3. Corporate Existence. So long as Rose Glen beneficially owns any
Warrants, Nettaxi shall maintain its corporate existence and shall not merge,
consolidate or sell all or substantially all of its assets, except in the event
of a merger or consolidation or sale of all or substantially all of its assets,
where (i) the successor or acquiring entity and, if an entity different from the
successor or acquiring entity, the entity whose securities into which the
Warrants shall become exercisable pursuant to the Warrants, in such transaction
assumes Nettaxi's obligations hereunder and under the agreements and instruments
entered into in connection herewith (including the Warrants) and (ii) the entity
whose securities into which the Warrants shall become exercisable, pursuant to
the terms of the Warrants, is a publicly traded corporation whose Common Stock
is listed for trading on the NNM, Nasdaq SmallCap, NSYE, AMEX or the OTC
Bulletin Board.
<PAGE>
4. Transfer Agent Instructions. Nettaxi shall issue irrevocable
instructions to its transfer agent to issue unlegended certificates, registered
in the name of Rose Glen or its nominee, for the Warrant Shares in such amount
as may be specified from time to time by Rose Glen to Nettaxi upon exercise of
the New Warrants and the Second Warrants in accordance with the terms thereof
(the "Irrevocable Transfer Agent Restrictions"), so long as (a) the Warrant
Shares are registered for sale under an effective registration statement filed
under the Securities Act or otherwise may be sold under Rule 144 promulgated
under the Securities Act ("Rule 144") without any restriction as to the number
of securities as of a particular date that can then be immediately sold, (b)
Rose Glen has provided Nettaxi with an opinion of counsel in form, substance and
scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Warrant Shares may be made without
registration under the Securities Act and such sale or transfer is effected, or
(c) Rose Glen has provided Nettaxi with an opinion of counsel in form, substance
and scope customary for opinions of counsel in comparable transactions, to the
effect that such Warrant Shares can be sold pursuant to Rule 144. Rose Glen
agrees to sell all Warrant Shares and Shares, including those represented by a
certificate from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any. Nettaxi warrants that no
instruction other than the Irrevocable Transfer Agent Instructions referred to
in this Section 4 will be given by Nettaxi to its transfer agent and that the
Warrant Shares shall otherwise be freely transferable on the books and records
of Nettaxi as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section shall affect in any way Rose Glen's
obligations set forth in the Registration Rights Agreement to comply with all
applicable prospectus delivery requirements, if any, upon resale of the Shares
and the Warrant Shares.
5. Ownership Interest of Rose Glen in Nettaxi. In addition to the
-----------------------------------------------
shares of Nettaxi common stock currently held by Rose Glen, following the
Delivery of Settlement Shares pursuant to Section 1 hereof, the Shares, the
Second Warrants and the New Warrants shall constitute the only interest or
ownership rights or claims, whether equitable or legal, Rose Glen or its
affiliates shall have in Nettaxi of any kind (other than any shares which may be
issued to Rose Glen upon conversion of the Debenture prior to the Delivery of
Settlement Shares).
6. Trading Restrictions. Rose Glen hereby agrees to the following
---------------------
restrictions on its ability to transfer or sell the Settlement Shares (the
"Trading Restrictions"):
(a) Prior to May 28, 2000, Rose Glen will sell no more than 20%
of the Settlement Shares (790,000 shares of Nettaxi common stock) (the "Monthly
Limitation"), and will sell no more than 5% of the Settlement Shares (197,500
shares of Nettaxi common stock) in any single day (the "Daily Limitation").
(b) On May 28, 2000 and on the 28th day of each month thereafter,
the Monthly Limitation will be increased (or decreased) for the next 30 days by
1% for every 50 cent increase (or decrease) in the average closing bid price of
Nettaxi's common stock (for the five trading days preceding the respective
30-day anniversary) above the closing bid price of Nettaxi common stock on April
20, 2000. In no event, however, shall the Monthly Limitation decrease to an
amount which is less than 20% of the Settlement Shares originally issued, nor
shall the Monthly Limitation in any event increase above 30% of the Settlement
Shares originally issued.
<PAGE>
(c) Trades of 10,000 shares or more of Nettaxi common stock
("Block Trades") between Rose Glen and parties unaffiliated with Rose Glen shall
not be counted against the Monthly Limitation. Rose Glen shall inform Nettaxi
in writing of the amount and price of such trades (if any) on a weekly basis.
Parties affiliated with Rose Glen shall mean any persons or entities owned or
controlled by Rose Glen, or any parents or subsidiaries or managing agents.
(d) All of the Trading Restrictions shall terminate upon the
earlier of either: (i) the effective date of that certain registration statement
to be filed under the Securities Act by Nettaxi for the resale of the Nettaxi
common stock issued to HBK Investors; or (ii) any sale of Nettaxi common stock
by an officer or director where the amount sold for any such officer or director
is in excess of 50,000 shares. For purposes of clause (ii) of this subsection
(d), the sale by any party of Nettaxi common stock which was deemed to have been
beneficially owned by any such officer or director as of April 28, 2000
pursuant to the provisions of Section 13(d) of the Securities Exchange Act of
1934, as amended, shall be deemed to be a sale by such officer or director.
(e) Notwithstanding any other restriction, Rose Glen shall not
create a new daily low in the price of Nettaxi common stock.
7. Issuance of Press Release. Nettaxi will issue a press release,
----------------------------
through its customary national wire service, in the form attached hereto as
Exhibit C (the "Press Release") within one (1) day after the date hereof, and
will file the same with the Securities and Exchange Commission as an attachment
to a Form 8-K within one business day thereafter. The Registration Statement on
Form S-1 (File No. 333-78129) shall be amended or supplemented within ten
business days from the date hereof to state in substance the content of the
Press Release and shall not include any previously made or new allegations of
misconduct by Rose Glen. Other than the Press Release, or to the extent Nettaxi
is required by law, in its counsel's opinion, to disclose any part of this
Agreement, no party to this Agreement shall comment publicly upon the terms of
this Agreement.
8. Release of Escrowed Funds. Effective upon the Delivery of
----------------------------
Settlement Shares, Rose Glen waives any and all rights or benefits in and to
those certain funds, in the approximate amount of $2,600,000, tendered to Rose
Glen by Nettaxi on March 31, 2000, and releases Silicon Valley Law Group from
any and all escrow instructions of obligations pertaining to said funds.
9. Dismissal. Upon the Delivery of Settlement Shares, the parties
---------
shall each execute stipulations dismissing with prejudice their respective
claims in the California Action and the Delaware Action.
10. Non-Disparagement. No party to this Agreement shall make any
-----------------
statements, opinions, assertions or allegations concerning the other party which
are negative, disparaging, defamatory or untrue. Should Nettaxi or its officers
or directors breach any of the provisions of this Section 10, then all Trading
Restrictions set forth in Section 6 hereof shall terminate and the release of
Nettaxi from any defamation claims given by Rose Glen, Katznelson, Stahlecker
and Hinkel, under this Agreement shall terminate.
<PAGE>
11. Fees and Costs. As part of and in consideration for the execution
---------------
of this Agreement, the parties hereto each agree to waive any claims they may
against the other party for any and all costs, expenses or attorney fees
incurred which are related to the California Action, the Delaware Action, the
Securities Purchase Agreement, the Debenture or the Registration Rights
Agreement. Within 10 days after the effective date of this Agreement, Nettaxi
shall reimburse Rose Glen for its reasonable attorneys' fees incurred in
connection with the California Action and/or the Delaware Action, up to a
maximum of $100,000.
12. Confidentiality. The Parties acknowledge that they have not
---------------
disclosed any of the terms of this Agreement, including the negotiations leading
up to the settlement, to anyone other than the persons mentioned below, and
agree not to disclose the terms of this Agreement or the fact of the Agreement
to anyone else, including without limitation, any person, organization,
corporation or other business entity, other than: (a) the parties' attorneys;
(b) the parties' CPAs for accounting or tax reporting; (c) officers, directors
or employees of either party who have a need to know, and who shall be bound by
the execution of this Agreement by Nettaxi or Rose Glen, as applicable; (d)
governmental agencies as required by law; (e) any person to whom such disclosure
is required pursuant to court order or process, provided that ten (10) days
advance written notice is given to the other parties; and (f) any person or
entity in the context of the sale, transfer, or other acquisition of Nettaxi,
provided such person or entity agrees to be bound by the confidentiality terms
in this Section 12 of this Agreement. Nothing herein shall prevent the parties
hereto from disclosing the fact that the dispute among the parties has been
resolved without disclosing any of the terms of the settlement or the
negotiations leading up to the settlement or this Agreement. The parties hereto
each acknowledge and agree that the confidentiality of the terms of the
settlement and of this Agreement is a material inducement to the parties in
entering into this Agreement. Notwithstanding any of the foregoing, the parties
agree that furnishing an unmodified copy of the Press Release to any person,
organization, corporation or other business entity shall not constitute a breach
of this Section 12.
13. Rose Glen, Katznelson, Stahleker and Hinkel Release. Except for the
---------------------------------------------------
obligations of Nettaxi set forth in this Agreement, the Second Warrants, the New
Warrants and the New Registration Rights Agreement, effective upon Delivery of
Settlement Shares, Rose Glen, Katznelson, Stahlecker and Hinkel, on behalf of
each of them and their respective officers, directors, shareholders, partners,
parents, subsidiaries, agents, attorneys, representatives, predecessors,
insurers, successors and assigns, and all persons acting by, through or under
them, hereby release Nettaxi -and each of its officers, directors, employees,
representatives, attorneys, parents, subsidiaries, shareholders and agents, and
purchasers of its shares or assets, past, present and future (collectively,
"Releasees"), uncondition-ally and forever, of and from any and all claims,
debts, costs, expenses, damages, injuries, liabilities, fines, penalties,
demands and causes of action of every kind, nature and description, known or
unknown, suspected or unsuspected, fixed or contingent, including any claim for
attorneys' fees, which they now have, own or hold, or claim to have, own or
hold, or at any time prior to the effective date of this Agreement might have
claimed or owned or held, arising out of the Debenture, the Securities Purchase
Agreement, the Registration Rights Agreement, the First Warrants, the California
Action, the Delaware Action, and the relationship between Nettaxi and Rose Glen,
including, without limitation, any and all claims whether based on tort,
contract, or any Federal, State or local law, statute or regulation.
<PAGE>
14. Nettaxi Release. Except for the obligations of Rose Glen,
----------------
Katznelson, Stahlecker and Hinkel set forth in this Agreement, the Second
Warrants, the New Warrants and the New Registration Rights Agreement, effective
upon the Delivery of Settlement Shares, Nettaxi, on behalf of itself and its
officer, directors, shareholders, partners, parents, subsidiaries, agents,
attorneys, representatives, predecessors, insurers, successors and assigns, and
all persons acting by, through or under them, hereby release Rose Glen,
Katznelson, Stahlecker, Hinkel -and each of their respective officers,
directors, employees, representatives, attorneys, parents, subsidiaries,
shareholders and agents, and purchasers of their respective shares or assets,
past, present and future (collectively, "Nettaxi Releasees"), uncondition-ally
and forever, of and from any and all claims, debts, costs, expenses, damages,
injuries, liabilities, fines, penalties, demands and causes of action of every
kind, nature and description, known or unknown, suspected or unsuspected, fixed
or contingent, including any claim for attorneys' fees, which they now have, own
or hold, or claim to have, own or hold, or at any time prior to the effective
date of this Agreement might have claimed or owned or held, arising out of the
Debenture, the Securities Purchase Agreement, the Registration Rights Agreement,
the First Warrants, the California Action, the Delaware Action, and the
relationship between Nettaxi and Rose Glen, including, without limitation, any
and all claims whether based on tort, contract, or any Federal, State or local
law, statute or regulation.
15. No Admission of Liability. The parties each deny liability for any
-------------------------
and all of the others' claims and potential claims asserted in the California
Action and the Delaware Action. It is understood and agreed that this is a
compromise settlement of disputed claims and disputed potential claims and that
neither this Agreement itself nor the furnishing of the consideration for this
Agreement shall be deemed or construed at any time for any purpose as an
admission of anyone's liability or responsibility for any wrongdoing of any
kind.
16. Unknown Claims Included. Each of the parties expressly
-------------------------
acknowledges and agrees that this release is intended to extinguish all claims
of every type, which exist on or prior to the date of this Agreement, including
those known and unknown and those suspected and unsuspected, without regard to
whether they are now known or suspected, even if those claims may materially
affect the undersigned's decision to enter into this release. This is a full
and final release, and the undersigned expressly waives any right under Civil
Code 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
Although it is possible that the undersigned may discover new or additional
damages or injuries or facts or evidence, this release is intended to include
all claims Nettaxi, on the one hand, and Rose Glen, Katznelson, Stahlecker and
Hinkel, on the other, may have against each other or their successors or to
their assets, or against the Releasees or Nettaxi Releasees, which exist on or
prior to the date of this Agreement; provided, however, that notwithstanding the
language set forth above, certain of the releases granted by Rose Glen,
Katznelson, Stahlecker and Hinkel are conditional upon Nettaxi's compliance with
Section 10 above.
<PAGE>
17. Authority and Non-Assignment. Each party hereto represents and
------------------------------
warrants that he, she or it has full power and authority to enter into this
Agreement, and that the individuals executing this Agreement for and on behalf
of the undersigned are fully empowered to bind the party and are fully
authorized to enter into this Agreement. Each party represents and warrants
that he, she or it has not assigned, encumbered or in any way transferred all or
any portion of any claim, cause of action or other matter released by them
herein. Each party hereto acknowledges and agrees that the warranties and
representations made by each party in this paragraph are each an essential
element of this Agreement, without which the consideration given herein would
not have been given by any of them.
18. Advice of Counsel. Each party hereto acknowledges and represents
-------------------
that, in effecting and executing this Agreement, they have received from legal
counsel full legal advice as to their legal rights and that the individuals
executing this Agreement on their behalf have read all of this Agreement and
fully understand its contents and legal affect. The parties further represent
that they freely and voluntarily executed this Agreement after consulting with
counsel.
19. Representations. Each party hereto acknowledges and agrees that no
---------------
representation, statement or promise not expressly set forth herein has been
made by or on behalf of any of the other parties hereto, by any other agents,
servants, employees, representatives, or attorneys, and that no representations,
statements or promises that are not expressly set forth herein have been made or
relied on by any parties hereto. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and,
except as otherwise expressly provided herein, all other prior agreements,
arrangements or understandings, oral or written, are merged into and superseded
by this Agreement.
20. Applicable Law. This Agreement shall be construed, interpreted,
---------------
applied and enforced under and pursuant to the laws of the State of Delaware
without regard to conflicts of laws principles. The parties irrevocably
consent to the exclusive jurisdiction of the United States District Court for
the Northern District of California, in San Jose, California, with respect to
any suit, action or proceeding based on or arising under this Agreement and
irrevocably agree that all claims in respect of such suit, action or proceeding
shall be determined in such Court.
21. Mutual Agreement. The parties, and each of them, have mutually
-----------------
negotiated and agreed to the terms, conditions and language contained in this
Agreement. Therefore, this Agreement shall not be interpreted against any party
or against the drafter.
22. Binding On Heirs. The parties, and each of them, understand and
------------------
expressly agree that this Agreement shall bind and inure to the benefit of their
spouses, children, heirs, employees, successors, predecessors, agents,
attorneys, representatives and assigns, if any.
23. Covenant Not To Sue. At no time subsequent to the execution of
----------------------
this Agreement will any party herein file or maintain, or cause or knowingly
permit the filing or maintenance, in any state, federal or foreign
administrative agency, or any other tribunal, any charge, claim or action of any
<PAGE>
kind, nature and character whatsoever which has been released under this
Agreement. All parties agree that this Agreement shall constitute a full and
complete defense to and may be used as the basis for an injunction against, any
action, suit, or other proceeding which may be instituted, prosecuted, or
attempted by any other party, or any other person, firm, corporation, or
organization on that party's behalf, wherein the claim concerns any matter which
was released; provided, however, that notwithstanding the language set forth
above, certain of the releases granted by Rose Glen, Katznelson, Stahlecker and
Hinkel are conditional upon Nettaxi's compliance with Section 10 above.
24. Severability. The parties agree that if, for any reason, any
------------
provision hereof is unenforceable, the remainder of this Agreement shall
nonetheless remain binding and in effect.
25. Counterparts. This Agreement may be executed in one or more
------------
counterparts, or duplicates of originals, all of which taken together shall
constitute one and the same instrument.
26. Titles and Captions. Titles and captions contained in this
---------------------
Agreement are used for convenience or reference only and are not intended to and
shall not in any way enlarge, define, limit, extend, or describe the rights or
obligations of the parties or affect the meaning or construction of this
Agreement, or any provision hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date set forth below.
NETTAXI.COM
Date: By: __________________________________
Robert A. Rositano, Jr., President
RGC INTERNATIONAL INVESTORS, LDC
Date: By: __________________________________
ROSE GLEN CAPITAL MANAGEMENT, L.P.
Date: By: __________________________________
RGC GENERAL PARTNERSHIP
CORPORATION
Date: By: __________________________________
Date: _______________________________________
STEVE KATZNELSON
Date: _______________________________________
GERALD STAHLECKER
Date: _______________________________________
CHRIS HINKEL
<PAGE>
