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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Customedix Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
232038 20 8
------------------------------------------
(CUSIP Number)
Martin L. Schulman, c/o Jeneric/Pentron, Inc., 53 N. Plains Ind. Rd.,
Wallingford, CT 06492 (800) 243-3969
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 3, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 232038 20 8 Page 2 of 3 pages
--------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin L. Schulman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER 0 shares. Mr. Schulman has no beneficial
SHARES ownership of any shares of the issuer.
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0 shares. Mr. Schulman has no
PERSON beneficial ownership of any shares of the issuer.
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares.
Mr. Schulman has no beneficial ownership of any shares of the issuer.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%. Mr. Schulman has no
beneficial ownership of any shares of the issuer.
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 5. Interest in Securities of the Issuer.
On May 1, 1995, the reporting person sold all of his shares of common stock of
the issuer (394,328 shares), to the issuer at a price of $1.50 per share.
Payment for the shares was made by delivery of the issuer's subordinated
promissory note. The promissory note accrues interest (non-compounded) at 8%
per annum, with monthly payments of principal and interest to commence January
1, 2003 and continue until December 31, 2014.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The reporting person's sale of shares to the issuer was executed pursuant to an
employment agreement, a copy of which is attached as an exhibit hereto. The
Employment Agreement is an eight year employment agreement for Mr. Schulman's
services with a subsidiary of the issuer, with a consulting agreement for up to
12 years after the eight year employment period.
Item 7. Materials to Be Filed as Exhibits.
1 of 1. Employment Agreement between Mr. Martin L. Schulman,
Jeneric/Pentron, Incorporated, a subsidiary of the issuer, and Customedix
Corporation, effective January 1, 1995, executed May 1, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete,
and correct.
Martin L. Schulman
Dated: May 3, 1995
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of the 1st day of January, 1995, between
JENERIC/PENTRON INCORPORATED, a Connecticut corporation (hereinafter referred
to as the "Corporation") and MARTIN L. SCHULMAN (hereinafter referred to as the
"Executive"):
W I T N E S S E T H:
WHEREAS, the Corporation desires to continue the employment of the
Executive, and the Executive desires to continue his employment, on the terms
herein contained;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Term of Employment; Conditions. The Corporation shall employ
the Executive in an executive capacity and, in its discretion, as an officer
and/or as a Director; in addition to the duties and responsibilities of the
Executive as set forth in this Agreement, the Executive shall, without
additional compensation therefor, if elected, serve as a Director and as
President and Chief Operating Officer of Customedix Corporation, the parent of
the Corporation. The Executive shall so serve the Corporation, for the eight
(8) year period beginning January 1, 1995 and ending December 31, 2002. The
Executive, subject to the direction and control of the Board of Directors of the
Corporation, shall use his best efforts to promote the interests of the
Corporation, to serve in the above listed offices and to hold and serve in such
other
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offices in the Corporation to which, from time to time, he may be elected or
appointed. The Executive shall also serve as a Director and officer of such of
the related companies of the Corporation which shall have duly elected or
appointed him as such; furthermore, the Executive agrees that in lieu of a part
or all of the obligations of his current position, he will serve as the primary
executive, manager or administrator of any such related company as the Board of
Directors of the Corporation shall determine. The Executive's headquarters and
principal place of activity shall not, without his written consent, be moved
from the New Haven or Fairfield county, Connecticut area.
2. Compensation.
(a) The Corporation shall compensate the Executive for
the services to be rendered by him hereunder, including, except as otherwise
provided in Paragraph 16 hereof, all services to be rendered as a Director and
officer of the Corporation and its related companies, at the rate of not less
than Two Hundred Ninety-One Thousand One Hundred Twenty-Two ($291,122.00)
Dollars per annum for each year during the term of this Agreement. Provided,
however, that commencing January 1, 1999, the Corporation in its sole
discretion, but in each instance subsequent to at least thirty (30) days prior
written notice (which notice shall set forth the revised obligations and
compensation of the Executive), shall be entitled to reduce the employment
obligations, duties and time expenditure of the Executive by ten (10%) percent
of that of 1998 and an additional ten (10%) percent (measured against 1998) in
each year thereafter, and to reduce compensation pursuant to subparagraphs 2(a)
and 2(c) (reference to subparagraph 2(c) herein and hereafter in this Agreement
shall include and incorporate
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subparagraph 16(a)) hereof commensurately; thus, at a maximum, the result of
such reductions shall be as follows:
(i) 1999 = 1998 employment obligations - 10%;
subparagraphs 2(a) and 2(c) compensation payable 1999 - 10%;
(ii) 2000 = 1998 employment obligations - 20%;
subparagraphs 2(a) and 2(c) compensation payable 2000 - 20%;
(iii) 2001 = 1998 employment obligations - 30%;
subparagraphs 2(a) and 2(c) compensation payable 2001 - 30%;
(iv) 2002 = 1998 employment obligations - 40%;
subparagraphs 2(a) and 2(c) compensation payable 2002 - 40%;
hereafter, such reduced employment and compensation as set forth above in (i) -
(iv) shall be referenced as "quasi-full" employment.
(b) Commencing January 1, 1996, the compensation provided
for in subparagraph (a) of this Paragraph 2 shall be adjusted annually by the
cost-of-living adjustment provided generally to employees of the Corporation.
(c) In addition to the minimum compensation provided in
subparagraph (a) of Paragraph 2 hereof, the Executive shall receive for each
year during the term of this Agreement a minimum annual bonus of Twenty-Six
Thousand ($26,000.00) Dollars plus such additional bonus amount as is
determined pursuant to Paragraph 16(a) hereof.
(d) The compensation payable to the Executive pursuant
to subparagraphs (a) and (b) of Paragraph 2 hereof shall be paid in equal
monthly installments. The compensation payable to the Executive pursuant to
subparagraph (c)
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of Paragraph 2 hereof shall be paid one-half in January and one-half in June
immediately following the year with respect to which the bonus is applicable.
(e) Nothing in this Agreement shall be construed as
precluding an increase during the term of employment of the minimum
compensation provided or as limiting or restricting any benefit to the
Executive, his legal representatives or beneficiaries, under any pension,
profit-sharing or similar retirement plan, or under any group life or group
health or accident, disability or other plan of the Corporation, now or
hereafter in existence, for the benefit of its employees generally or a group
of them, nor shall any payment under this Agreement be deemed to constitute
payment to the Executive or his legal representatives or beneficiaries in lieu
of or in reduction of any benefit or payment under such plan.
3. Death. In the event of the death of the Executive during the
term hereof, this Agreement shall terminate. In such event, the Executive's
personal representatives shall be entitled to receive the compensation provided
for in subparagraphs (a), (b) and (c) of Paragraph 2 hereof, and any other
compensation which would have been payable to the Executive, to the end of the
month in which his death occurs, and for one (1) year after the expiration of
said month, but not beyond the sixty-fifth (65th) anniversary of the
Executive's birth, to be paid in accordance with subparagraph (d) of said
Paragraph 2.
4. Insurance. The Corporation may elect to enter into insurance
contracts with respect to the life or services of the Executive in such amounts
and in such manner as it may decide, and at its expense, and the Executive
shall do all acts reasonably necessary to enable the Corporation to make such
contracts. Provided,
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however, the Corporation shall be obligated to pay all premiums, assessments
and related costs of the life, health and disability insurance policies on the
life and/or health of the Executive, which are described on Schedule 4 hereto,
whether or not owned by the Executive or his assignee, the beneficiary of which
has or shall be designated by the Executive, and to provide to and pay on
behalf of the Executive such costs of any additional insurance which the
Corporation shall hereafter provide generally to executive employees situated
similarly to the Executive. Further provided that the Corporation shall
continue, provide and pay for all such life, disability and medical insurance
coverage, or equivalent at least equal to that set forth on Schedule 4, all on
the same terms and conditions, providing that the cost thereof is substantially
as set forth on Schedule 4 or equivalent, the Executive is insurable and the
insurance is obtainable, and, except for medical insurance, ITT Hartford policy
#U01721927 at an annual premium of Sixteen Thousand Five Hundred ($16,500.00)
Dollars and then existing group insurance applicable to all Corporation
employees which shall be continued during full and quasi-full employment, such
obligation of the Corporation shall terminate on the earlier to occur of the
termination of full or quasi-full employment of the Executive pursuant to this
Agreement or the attainment by the Executive of age 65. Upon any termination
of this Agreement or of the Executive's full or quasi-full employment, or upon
the attainment by the Executive of age 65, the Corporation shall assign to the
Executive, without charge or cost to him, its entire right, title and interest
in all such life, disability and medical policies, including the cash value
thereof.
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5. Disability. If on account of physical or mental disability,
the Executive shall fail or be unable to perform the regular full-time or
quasi-full services required by this Agreement for a continuous period of one
hundred twenty (120) business days or an aggregate period of one hundred fifty
(150) business days during any one year of the term of this Agreement, the
Corporation may, at its option, at any time thereafter, providing such
disability continues, upon three (3) months notice to the Executive, terminate
this Agreement. In such event, this Agreement shall terminate and come to an
end upon the date set forth in such notice as if such date were the termination
date of this Agreement. In any such event, the Executive shall be entitled to
receive the compensation provided for in subparagraph (a), (b) and (c) of
Paragraph 2 hereof, and any other compensation which would have been payable to
the Executive, to the effective date of the termination of this Agreement as
set forth in such notice, and for one (1) year after the effective date of
termination of this Agreement, but not beyond the sixty-fifth (65th)
anniversary of the Executive's birth, to be paid in accordance with
subparagraph (d) of said Paragraph 2.
6. Expenses. All reasonable travel and other business expenses
incident to the rendering of services by the Executive on behalf of and in
promoting the interests of the Corporation shall be paid by the Corporation.
If any such expenses are paid in the first instance by the Executive, the
Corporation shall reimburse him therefor on proper presentation of vouchers and
expense accounts.
7. Vacation. The Executive shall be entitled to six (6) weeks'
vacation during each year of the term of this Agreement, without reduction in
salary or other compensation.
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8. Termination .
(a) The Corporation may not abridge the terms of or
terminate the Executive's employment except for cause, and then at the option
of the Board of Directors, upon written notice given him not later than thirty
(30) days after the next meeting of the Board of Directors held subsequent to
an event or occurrence constituting cause under this Agreement. For purposes
of this Paragraph 8, "cause" shall mean (i) the willful failure by the
Executive to perform substantially his duties hereunder, other than any such
failure resulting from the Executive's disability or incapacity, or as
permitted pursuant to Paragraph 7 hereof, or (ii) the willful engaging by the
Executive, in his capacity as Executive employee, in gross misconduct injurious
to the Corporation; in either case cause can be deemed to exist only after a
resolution to such effect has been adopted by the unanimous vote of the other
Directors of the Corporation then in office, after reasonable notice to the
Executive and an opportunity for the Executive to be heard before the Board of
Directors. For purposes of this definition, any act or failure to act by the
Executive which is done, or omitted to be done, by him in good faith and with
reasonable belief that his action or omission was in the best interests of the
Corporation, shall not be deemed to be willful.
(b) The Corporation shall be deemed to have terminated
the Executive's employment in violation of this Agreement if, among other
things, (i) except as authorized by this Agreement, the Executive is placed in
positions of lesser responsibility or prestige than those provided in Paragraph
1 hereof or (ii) except as authorized by this Agreement, the Corporation shall
merge or consolidate into or sell or transfer substantially all of its assets
to, or become a majority-owned subsidiary of,
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another corporation and the Executive is not then elected and/or appointed to
positions of responsibility and prestige in any such surviving, new, or
purchasing corporation equivalent to those provided in Paragraph 1 hereof.
(c) If the Corporation shall terminate the employment of
the Executive without cause or otherwise in violation of this Agreement, the
Corporation shall pay to the Executive his full compensation for the remainder
of the term, periodically, as provided in subparagraphs (a) and (c) of
Paragraph 2 hereof, without adjustment as provided in subparagraph (b) of
Paragraph 2 hereof. There shall be no reduction of payment as a consequence of
other income earned and/or received by the Executive subsequent to such
termination without cause. In such event of termination without cause the
Executive shall be bound during the period remaining during the term of this
Agreement by, but only to the extent of and for the periods provided by, the
restrictive covenant of the non-competition agreement set forth in subparagraph
(e) of this Paragraph 8.
(d) In addition to the compensation provided in
subparagraph (c) of this Paragraph 8, in the case of termination of the
employment of the Executive without cause or otherwise in violation of this
Agreement, as set forth in subparagraph (c) of this Paragraph 8, or upon the
expiration of the term of this Agreement the Corporation shall nevertheless
retain the services of the Executive as a part-time consultant acting as an
independent contractor, and the Executive shall serve as such, for a period of
twelve (12) years, commencing on the earlier of (i) the effective date of
termination of the full or quasi-full employment of the Executive or (ii)
December 31, 2002. The Corporation shall compensate the Executive for such
consulting services, and in
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consideration of the obligations of the Executive pursuant to subparagraph
8(e), at the rate of Six Thousand ($6,000.00) Dollars per year for services
rendered subject only to rate adjustments equal to fifty (50%) percent of the
cost of living increments and one hundred (100%) percent of cost of living
decrements provided in subparagraph 2(b) hereof, applicable to the base year
2002, and to such additional compensation to which the parties shall agree as
hereafter provided. In no event shall the Corporation be required to provide
any other benefit including, but not limited to, any life, disability or health
insurance or any deferred benefit. Such compensation shall be paid in equal
monthly installments. In addition, all reasonable expenses incident to the
rendering of such consulting services by the Executive shall be paid by the
Corporation and if any such expenses are paid in the first instance by the
Executive, the Corporation shall reimburse him therefor upon proper
presentation of vouchers and expense accounts. During the period that the
Executive shall serve as a consultant, he shall, subject to the restrictions
set forth in subparagraph (e) of this Paragraph 8, be free to be employed by
others or otherwise to be occupied in such endeavors as he may desire; provided
that he shall be available for a reasonable number of times each year, as his
schedule shall permit, at such reasonable times and places for the purposes of
attending conventions, meeting with the Board of Directors or committees
thereof and consulting with the highest echelon of management of the
Corporation; further provided that if the Corporation shall require more than
infrequent or relatively brief consulting services, and the Executive agrees to
provide same, the Corporation and the Executive shall, in good faith, mutually
agree, pursuant to supplemental written contract, on the amount of additional
compensation to be paid by the Corporation to the Executive.
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(e) The Corporation and the Executive shall also enter
into an employee fidelity and non-competition agreement which shall include a
post employment period of non-competition commencing on the earlier of (i) the
effective date of termination of full or quasi-full employment of the Executive
or (ii) December 31, 2002, providing for such restrictive covenant against
competition and other obligations, a copy of which agreement is attached as
Schedule 8(e) hereto.
(f) If the Executive shall die or become disabled (as
that term is defined in Paragraph 5 hereof) during the period in which he is
being compensated pursuant to the provisions of subparagraphs (d) and (e) of
this Paragraph 8, the Corporation shall pay to the Executive or his legal
representative, as the case may be, the compensation which would have been
payable to the Executive in the manner and for such period of time as that
provided for death or disability in Paragraphs 3 and 5 hereof.
9. Successors, Assigns, etc. This Agreement shall inure to the
benefit of and be binding upon the Corporation, its successors and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the Corporation's assets and business or with or into
which the Corporation may be merged or consolidated, and the Executive, his
heirs, executors, administrators and legal representatives.
10. Notices. All notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
deemed to have been given at the time when mailed at any general or branch
United States Post Office enclosed in a registered or certified postpaid
envelope and addressed as follows:
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To the Corporation: Jeneric/Pentron Incorporated
53 North Plains Industrial Road
Wallingford, CT 06492
With a copy to: Robert S. Cooper, Esquire
Zeldes, Needle & Cooper, P.C.
1000 Lafayette Boulevard
Bridgeport, CT 06604
To the Executive: Mr. Martin L. Schulman
620 S. Greenbrier Drive
Orange, CT 06477
With a copy to: James M. Thorburn, Esq.
Brody & Ober, P.C.
135 Rennell Drive
Southport, CT 06490
provided, however, that any notice of change of address shall be effective only
upon receipt.
11. Automobile. In addition to reimbursement of the Executive's
expenses as set forth in Paragraph 6 hereof, the Corporation shall either pay
for or supply, at its expense, an automobile of Executive's choice for his use
in rendering his full or quasi-full services hereunder during the term of this
Agreement, and after each three (3) years of use a replacement thereof,
together with a non-accountable automobile allowance in the amount of Three
Thousand ($3,000.00) Dollars per year.
12. Entire Understanding. This Agreement sets forth the entire
understanding of the parties hereto and shall not be modified, amended or
terminated, except by another understanding in writing executed by the parties
hereto. Any previous Employment Agreement or amendment thereto shall be of no
force or effect.
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13. Governing Law. This Agreement and all rights, obligations,
and liabilities arising hereunder shall be construed and enforced in accordance
with the laws of the State of Connecticut.
14. Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provisions.
15. Arbitration; Attorneys' Fees. Any dispute arising from or
pertaining to this Agreement shall be resolved in arbitration pursuant to the
rules of and under the auspices of the American Arbitration Association, and
all hearings in arbitration shall be held in Connecticut; provided, however,
that notwithstanding this Paragraph 15, in the event of breach of this
Agreement by the Corporation the Executive shall be entitled to commence an
action in the Connecticut courts in aid of arbitration and to seek therein
prejudgment remedies such as shall be provided pursuant to Connecticut law and
as ordered by the court in which such action is commenced. In the event of
breach of this Agreement, the breaching party agrees to pay reasonable
attorneys' fees of the other party.
16. Additional Bonus; Agreement to Purchase Stock.
(a) The shares of Pentron Corporation previously owned by
the Executive having been acquired in exchange for shares of Custom Energy
Services, Inc. (now Customedix Corporation), the Executive shall additionally
be employed hereunder as manager of the present business of Pentron
Corporation, its separate existence having been terminated by its merger with
the Corporation; as additional compensation for such services, the Executive
shall be paid an additional minimum bonus, not to exceed Two Hundred Fifty
Thousand ($250,000.00) Dollars annually,
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pursuant to subparagraph (c) of Paragraph 2 equal to seven (7%) percent of
gross sales by the Corporation, or its successors and/or assigns, of composite
and dental porcelain and ceramic products in excess of base gross sales of such
products in the amount of $1,000,000.00.
(b) Any provision in subparagraph 16(a) to the contrary
notwithstanding,
(i) the Corporation in its sound discretion, and
in good faith, can at any time determine that it cannot reasonably disburse all
of the compensation due to the Executive pursuant to subparagraph 16(a) and can
act to defer that payment providing such payment(s) shall subsequently be made
upon reasonable terms and conditions;
(ii) In the event such action to defer payment is
taken when, on a consolidated basis, Customedix Corporation (the Corporation's
parent) sales are in a decline and its cash flow is impaired compared to
relevant previous periods, there shall be a presumption that Corporation
management has acted correctly, in good faith, and is entitled to reasonable
deferrals of payment; and
(iii) Whenever any such action to defer payment
shall be taken, whether or not there is a presumption that Corporation
management is correct, the Executive shall be entitled to contest such action
and/or the specific deferral plan in arbitration pursuant to Paragraph 15
hereof, and to seek an overall determination of the rights and obligations of
the parties pertaining to such deferral and/or the specific deferral plan; in
any arbitration, the burden shall be on Corporation management if the above
referenced presumption does not exist and the burden shall be on the Executive
if such presumption does exist.
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(c) (i) The Executive as of the date hereof owns all
right, title and interest in and to Three Hundred Ninety-Four Thousand Three
Hundred Twenty-Eight (394,328) shares of the common stock of Customedix
Corporation ("Customedix"); such shares are not subject to any lien or
encumbrance whatsoever, and Schedule 16(c)(i) annexed hereto identifies all of
such shares including designations by certificate number, a statement
respecting whether each such certificate is registered, the date of issue of
each such certificate, and the cost (basis) to the Executive of the shares
represented by each such certificate. Upon execution of this Agreement, the
Executive shall sell, assign and convey to Customedix, and Customedix shall
purchase and acquire from the Executive all such shares of Customedix which the
Executive owns, free and clear of all liens.\
(ii) The purchase price to be paid by Customedix
to the Executive for the shares is One and 50/100 ($1.50) Dollars per share, a
total of Five Hundred Ninety-One Thousand Five Hundred ($591,500.00) Dollars by
delivery of a promissory note ("Promissory Note") in the form of Schedule
16(c)(ii) annexed hereto.
(iii) The Executive represents that he has the full
power and authority to sell the Customedix shares, that he has taken all action
required by law to sell the shares, and that he has good and marketable title
to the shares, free and clear of all liens, claims or encumbrances of any
nature.
(iv) The Executive agrees immediately upon each
request by Customedix to subordinate the Promissory Note to any institutional
lender to Customedix or the Corporation or any company affiliated with either,
upon terms and conditions substantially similar to the subordination agreement
annexed hereto as
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Schedule 16(c)(iv); the Executive agrees, simultaneously with the execution of
this Agreement, to execute the Subordination Agreement set forth as Schedule
16(c)(iv).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
JENERIC/PENTRON INCORPORATED
By_____________________________________
Gordon S. Cohen
Its Chairman
Duly Authorized
_______________________________________
Martin L. Schulman, Executive
Accepted and Agreed as to subparagraphs
16(c)(i)-(iv)
CUSTOMEDIX CORPORATION
By_____________________________________
Gordon S. Cohen
Its Chairman
Duly Authorized
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