UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARINCO COMPUTER SYSTEMS INC.
(Name of Issuer)
Common Stock (par value $.01 per share)
(Title of Class of Securities)
040397101
(CUSIP Number)
Cary S. Fitchey
c/o Arinco Computer Systems Inc.
20 Dayton Avenue
Greenwich, CT 06830
Tel. No. (203) 661-6942
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 28, 2000
(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 statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Avery
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 9,115,625
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
9,115,625
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,115,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cary S. Fitchey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 10,443,750
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10,443,750
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,443,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter A. Forbes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 10,850,725
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10,850,725
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,850,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. Croix Investments, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
NUMBER OF 2,800,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,800,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turtle Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 15,512,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
15,512,500
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,512,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 7 of 16 Pages
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to shares of common stock, par
value $.01 per share (the "Common Stock"), of Arinco Computer Systems, Inc., a
New Mexico corporation (the "Company"). The address of the principal executive
offices of the Company is 20 Dayton Avenue, Greenwich, CT 06830.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement on Schedule 13D is being filed by William Avery,
Cary S. Fitchey, Walter A. Forbes, St. Croix Investments, LLC, a Connecticut
limited liability company ("St. Croix"), and Turtle Holdings LLC, a Delaware
limited liability company ("Turtle Holdings") (collectively, the "Reporting
Persons").
(b) - (c)
WILLIAM AVERY
Mr. Avery is a Managing Partner of FG II Management Company, LLC, a
private investment firm ("FGII"). The principal address of FGII is 20 Dayton
Avenue, Greenwich, CT 06830. The business address of Mr. Avery is 20 Dayton
Avenue, Greenwich, CT 06830.
CARY S. FITCHEY
Mr. Fitchey is a Managing Partner of FGII. The principal address of
FGII is 20 Dayton Avenue, Greenwich, CT 06830. The business address of Mr.
Fitchey is 20 Dayton Avenue, Greenwich, CT 06830.
WALTER A. FORBES
Mr. Forbes is a Managing Partner of FGII. The principal address of FGII
is 20 Dayton Avenue, Greenwich, CT 06830. The business address of Mr. Fitchey is
20 Dayton Avenue, Greenwich, CT 06830.
ST. CROIX
St. Croix Investments, LLC is a Connecticut limited liability company,
the principal business of which is to hold investment securities. The principal
address of St. Croix is 20 Dayton Avenue, Greenwich, CT 06830. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, the name, residence or
business address, and present principal occupation or employment of the sole
Managing Member of St. Croix is set forth below:
PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
- ------------------ ------------------------------ ---------------------------
Fred Green The Green Companies Private Investor
P.O. Drawer 1770
Edwards, CO 81632
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 8 of 16 Pages
Turtle Holdings
Turtle Holdings is a Delaware limited liability company, the principal
business of which is to hold investment securities. The principal business
address of Turtle Holdings is 115 East Putnam Avenue, Greenwich, CT 06830.
Pursuant to Instruction C to Schedule 13D of the Exchange Act, the name,
residence or business address, and present principal occupation or employment of
the Manager of Turtle Holdings and the executive officers of the Manager are set
forth below:
PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
- ------------------ ------------------------------ ---------------------------
Gildea Management 115 East Putnam Avenue Private Investment Advisor
Company, a Delaware Greenwich, CT 06830
corporation
John W. Gildea 115 East Putnam Avenue Managing Director of Gildea
Greenwich, CT 06830 Management Company
William P. 115 East Putnam Avenue Managing Director of Gildea
O'Donnell Greenwich, CT 06830 Management Company
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Securities Purchase Agreement, which is summarized in
Item 6 and incorporated herein by reference to the Company's Form 8-K filed with
the Securities and Exchange Commission on April 4, 2000, each of Messrs. Avery,
Fitchey and Forbes used personal funds in the acquisition of the securities of
the issuer triggering the filing of this Schedule 13D. St. Croix and Turtle
Holdings used contributions from their respective members to fund the
acquisition.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons consummated the transactions described herein for
investment purposes, and acquired a controlling interest in the Company.
The Reporting Persons intend to review continuously their position in
the Company. Depending upon future evaluations of the business prospects of the
Company and upon other developments, including, but not limited to, general
economic and business conditions and stock market conditions, the Reporting
Persons may retain or from time to time dispose of all or a portion of their
holdings, subject to any applicable legal and contractual restrictions on their
ability to do so.
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 9 of 16 Pages
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)
William Avery
On March 28, 2000, Mr. Avery acquired 50,000 shares of Series B
Convertible Preferred Stock, par value $.10 per share ("Preferred Stock"),
convertible into 2,000,000 shares of Common Stock, for $10 per share, and
Warrants to purchase an aggregate of 7,115,625 shares of Common Stock.
Immediately after the acquisition of the Preferred Stock, Mr. Avery converted
44,000 shares of Preferred Stock into 1,780,000 shares of Common Stock.
Accordingly, Mr. Avery may be deemed to beneficially own 9,115,625 shares of
Common Stock, which based on calculations made in accordance with Rule 13d-3(d)
of the Exchange Act and there being 44,959,000 shares of Common Stock
outstanding (as represented by the Company to the Reporting Persons), represents
approximately 17.4% of the outstanding shares of Common Stock.
Cary S. Fitchey
On March 28, 2000, Mr. Fitchey acquired 60,000 shares of Preferred
Stock convertible into 2,400,000 shares of Common Stock, for $10 per share, and
Warrants to purchase an aggregate of 8,043,750 shares of Common Stock.
Immediately after the acquisition of the Preferred Stock, Mr. Fitchey converted
53,000 shares of Preferred Stock into 2,120,000 shares of Common Stock.
Accordingly, Mr. Fitchey may be deemed to beneficially own 10,443,750 shares of
Common Stock which, based on calculations made in accordance with Rule 13d-3(d)
of the Exchange Act and there being 44,959,000 shares of Common Stock
outstanding (as represented by the Company to the Reporting Persons), represents
approximately 19.6% of the outstanding shares of Common Stock.
Walter A. Forbes
On March 28, 2000, Mr. Forbes acquired 30,500 shares of Preferred Stock
convertible into 1,220,000 shares of Common Stock, for $10 per share, and
Warrants to purchase an aggregate of 9,590,625 shares of Common Stock.
Immediately after the acquisition of the Preferred Stock, Mr. Forbes converted
25,400 shares of Preferred Stock into 1,058,000 shares of Common Stock.
Accordingly, Mr. Forbes may be deemed to beneficially own 10,850,725 shares of
Common Stock which based on calculations made in accordance with Rule 13d-3(d)
of the Exchange Act and there being 44,959,000 shares of Common Stock
outstanding (as represented by the Company to the Reporting Persons), represent
approximately 19.8% of the outstanding shares of Common Stock.
St. Croix
St. Croix acquired 70,000 shares of Preferred Stock convertible into
2,800,000 shares of Common Stock for $10 per share. Immediately after the
acquisition of the Preferred Stock, St. Croix converted 61,600 shares of
Preferred Stock into 2,464,000 shares of Common Stock. Accordingly, St. Croix
may be deemed to beneficially own 2,800,000 shares of Common Stock which based
on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and
there being 44,959,000
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 10 of 16 Pages
shares of Common Stock outstanding (as represented by the Company to the
Reporting Persons), represents approximately 6.2% of the outstanding shares of
Common Stock.
Turtle Holdings
On March 28, 2000, Turtle Holdings acquired 130,000 shares of Preferred
Stock convertible into 5,200,000 shares of Common Stock, for $10 per share, and
Warrants to purchase an aggregate of 10,312,500 shares of Common Stock.
Immediately after the acquisition of the Preferred Stock, Turtle Holdings
converted 115,000 shares of Preferred Stock into 4,800,000 shares of Common
Stock. Accordingly, Turtle Holdings may be deemed to beneficially own 15,512,500
shares of Common Stock, which, based on calculations made in accordance with
Rule 13d-3(d) of the Exchange Act and there being 44,959,000 shares of Common
Stock outstanding (as represented by the Company to the Reporting Persons),
represents approximately 27.8% of the outstanding shares of Common Stock.
(b)
William Avery
1. Sole power to vote or to direct
the vote 9,115,625
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 9,115,625
4. Shared power to dispose of or to
direct the disposition --
Cary S. Fitchey
1. Sole power to vote or to direct
the vote 10,443,750
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 10,443,750
4. Shared power to dispose of or to
direct the disposition --
Walter A. Forbes
1. Sole power to vote or to direct
the vote 10,850,725
2. Shared power to vote or to direct
the vote --
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 11 of 16 Pages
3. Sole power to dispose or to direct
the disposition 10,850,725
4. Shared power to dispose of or to
direct the disposition --
St. Croix
1. Sole power to vote or to direct
the vote 2,800,000
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 2,800,000
4. Shared power to dispose of or to
direct the disposition --
Turtle Holdings
1. Sole power to vote or to direct
the vote 15,512,500
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 15,512,500
4. Shared power to dispose of or to
direct the disposition --
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the other persons named in response to paragraph (a),
none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
owned by the Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER
The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 12 of 16 Pages
Securities Purchase Agreement
Pursuant to the Securities Purchase Agreement, dated as of March 9,
2000, between the Company and Pangea Internet Advisors LLC, a Delaware limited
liability company ("Pangea") (the "Securities Purchase Agreement"), the Company
issued and sold to certain permitted assignees of Pangea, an aggregate of
4,000,000 shares of Series B Convertible Preferred Stock, par value $.10 per
share, for an aggregate purchase price of $40,000,000 (the "Share Purchase
Price") and 41,250,000 Common Stock Warrants (the "Warrants") for an aggregate
purchase price of $100,000. 20% of the Warrants have an exercise price of $0.25
per share, 30% of the Warrants have an exercise price of $0.50 per share, 30% of
the Warrants have an exercise price of $0.75 per share and 20% of the Warrants
have an exercise price of $1.00 per share. The foregoing description of the
Securities Purchase Agreement is not, and does not purport to be, complete and
is qualified in its entirety by reference to the Securities Purchase Agreement,
which is being incorporated herein by reference to the Company's Form 8-K filed
with the Commission on April 4, 2000.
Registration Rights Agreement
In connection with the closing of the transactions contemplated by the
Securities Purchase Agreement, the Company and certain shareholders of the
Company, including the Reporting Persons, entered into the Registration Rights
Agreement, dated as of March 28, 2000 (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed to effect
three "demand" registrations at the request of the Reporting Persons. The
Reporting Persons and its affiliates also have certain piggyback registration
rights in connection with registrations by the Company under the Securities Act,
the expenses of which are paid by the Company. The foregoing description of the
Registration Rights Agreement is not, and does not purport to be, complete and
is qualified in its entirety by reference to the Registration Rights Agreement,
which is being incorporated herein by reference to the Company's Form 8-K filed
with the Commission on April 4, 2000.
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 13 of 16 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated April 5, 2000 among
William Avery, Cary S. Fitchey, Walter A. Forbes,
St. Croix and Turtle Holdings
Incorporated by reference Securities Purchase Agreement, dated as of March
to the Company's Form 9, 2000, among the Company and Pangea Internet
8-K filed with the Advisors, LLC.
Commission on April 4,
2000
Incorporated by reference Registration Rights Agreement, dated as of March
to the Company's Form 28, 2000, between the Company and the other
8-K, filed with the parties thereto.
Commission on April 4,
2000
Incorporated by reference Form of Warrant
to the Company's Form
8-K, filed with the
Commission on April 4,
2000
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 14 of 16 Pages
Signature
---------
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
Dated: April 5, 2000
/s/ William Avery
-----------------
William Avery
/s/ Cary S. Fitchey
-------------------
Cary S. Fitchey
/s/ Walter A. Forbes
--------------------
Walter A. Forbes
ST. CROIX INVESTMENTS, LLC,
a Connecticut limited liability company
By: /s/ Fred Green
--------------
Name: Fred Green
Title: Managing Member
TURTLE HOLDINGS LLC,
a Delaware limited liability company
By: Gildea Management Company,
the Manager
By: /s/ William O'Donnell
---------------------
Name: William O'Donnell
Title: Managing Director
<PAGE>
SCHEDULE 13D
CUSIP No. 040397101 Page 15 of 16 Pages
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit 1 Joint Filing Agreement, dated April 5, 2000 among
William Avery, Cary S. Fitchey, Walter A. Forbes,
St. Croix and Turtle Holdings
Incorporated by reference Securities Purchase Agreement, dated as of March
to the Company's Form 9, 2000, among the Company and Pangea Internet
8-K filed with the Advisors, LLC.
Commission on April 4,
2000
Incorporated by reference Registration Rights Agreement, dated as of March
to the Company's Form 28, 2000, between the Company and the other
8-K, filed with the parties thereto.
Commission on April 4,
2000
Incorporated by reference Form of Warrant
to the Company's Form
8-K, filed with the
Commission on April 4,
2000
SCHEDULE 13D
CUSIP No. 040397101 Page 16 of 16 Pages
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance
with the provisions of Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement
is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will
be filed with the Securities and Exchange Commission jointly on behalf of the
undersigned.
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein, but shall not be responsible
for the completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts.
Dated: April 5, 2000
/s/ William Avery
-----------------
William Avery
/s/ Cary S. Fitchey
-------------------
Cary S. Fitchey
/s/ Walter A. Forbes
--------------------
Walter A. Forbes
ST. CROIX INVESTMENTS, LLC,
By: /s/ Fred Green
--------------
Name: Fred Green
Title: Managing Member
TURTLE HOLDINGS LLC,
a Delaware limited liability company
By: Gildea Management Company,
the Manager
By: /s/ William O'Donnell
---------------------
Name: William O'Donnell
Title: Managing Director
