<PAGE>
FORM 10-Q - QUARTERLY OR TRANSITIONAL REPORT
/X/ QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1995
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EX-
CHANGE ACT
For the transition period from ______ to ______
Commission file number 1-9312
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AMERICAN LIST CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant
as specified in its charter)
DELAWARE 11-2050322
- --------------------------------------------- ------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
330 OLD COUNTRY ROAD, MINEOLA, NEW YORK 11501
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(Address of principal executive offices)
(516) 248-6100
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(Registrant's telephone number, including area code)
Indicate by check whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
----- ------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) or the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,564,973 shares of Common
Stock, $.01 par value, as of June 30, 1995.
<PAGE>
AMERICAN LIST CORPORATION
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets at May 31, 1995 and February 28, 1995
Consolidated Statements of Earnings and Retained Earnings for the
three months ended May 31, 1995 and 1994.
Consolidated Statements of Stockholders' equity for the three
months ended May 31, 1995.
Consolidated Statements of Cash Flows for the three months ended
May 31, 1995 and 1994.
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Plan of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
AMERICAN LIST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
May 31, February 28,
1995 1995
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 3,978,286 $ 3,196,634
Marketable securities 8,289,915 7,351,410
Trade accounts receivable, net 5,131,411 4,393,107
Unamortized costs of lists 777,376 933,669
Prepaid expenses and other 46,718 37,042
----------- -----------
Total current assets 18,223,706 15,911,862
Property and equipment, at cost (less
accumulated depreciation of $710,282 and 196,823 189,878
$690,427)
Deferred license cost, net of accumulated 3,041,539 3,125,873
amortization
Unamortized costs of lists 596,816 654,402
Other assets 259,258 230,414
----------- -----------
$22,318,142 $20,112,429
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 446,884 $ 414,569
Accounts payable 101,048 97,653
Income taxes payable 1,261,237 170,337
Accrued pension and profit-sharing
contribution 247,049 192,049
Accrued salaries 393,423 363,441
Accrued expenses 234,756 179,125
----------- -----------
Total current liabilities 2,684,397 1,417,174
Long-term debt 2,292,575 2,324,890
Stockholders' Equity:
Common stock, par value $.01 per share;
Authorized - 10,000,000 shares; issued and
outstanding 4,564,643 and 4,560,013 shares,
respectively 45,646 45,600
Additional paid-in-capital 6,959,607 6,913,311
Unrealized loss on marketable securities (1,568) (11,833)
Retained earnings 10,846,723 9,423,287
----------- -----------
17,850,408 16,370,365
Less treasury stock at cost - 24,600 shares (509,238)
----------- -----------
17,341,170 16,370,365
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$22,318,142 $20,112,429
----------- -----------
----------- -----------
</TABLE>
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AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
May 31,
-------------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $5,330,609 $4,289,492
---------- ----------
Costs and expenses:
Cost of operations 671,100 527,457
Selling, general and administrative expense 975,781 885,744
---------- ----------
1,646,881 1,413,201
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Operating income 3,683,728 2,876,291
Investment income 125,456 54,536
Interest expense (52,314)
---------- ----------
Earnings before provision for income taxes 3,756,870 2,930,827
Provision for income taxes 1,421,000 1,123,000
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Net earnings $2,335,870 $1,807,827
---------- ----------
---------- ----------
Net earnings per common share $0.51 $0.40
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----- -----
Weighted average shares outstanding 4,547,305 4,556,713
---------- ----------
---------- ----------
</TABLE>
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<PAGE>
AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Three months ended May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Additional loss on
paid-in marketable Retained Treasury
Shares Amount capital securities earnings stock Total
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 1, 1995 4,560,013 $45,600 $6,913,311 $(11,833) $9,423,287 $16,370,365
Issuance of common stock 4,630 46 46,296 46,342
in connection with
exercise of stock options
Purchase of common stock $(509,238) (509,238)
for treasury
Cash dividends declared on (912,434) (912,434)
common stock - $.20 per
share
Unrealized gain on 10,265 10,265
marketable securities
Net earnings 2,335,870 2,335,870
--------- --------- --------- --------- ---------- --------- -----------
Balance at May 31, 1995 4,564,643 $45,646 $6,959,607 $(1,568) $10,846,723 $(509,238) $17,341,170
--------- --------- --------- --------- ---------- --------- -----------
--------- --------- --------- --------- ---------- --------- -----------
</TABLE>
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AMERICAN LIST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
May 31,
--------------------------
1995 1994
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 2,335,870 $ 1,807,827
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation 19,855 20,582
Amortization of bond premiums 59,398 67,170
Amortization of deferred license cost 84,334
Increase in operating assets (568,945) (474,542)
Increase (decrease) in operating liabilities 1,234,908 (853,569)
------------ ------------
Net cash provided by operating activities 3,165,420 567,468
------------ ------------
Cash flows from investing activities
Capital expenditures (26,800) (37,318)
Purchase of marketable securities (981,638) (868,259)
Purchase of temporary investments (901,667)
------------ ------------
Net cash used in investing activities (1,008,438) (1,807,244)
------------ ------------
Cash flows from financing activities
Issuance of common stock 46,342
Cash dividends paid (912,434)
Purchase of treasury stock (509,238)
------------ ------------
Net cash used in financing activities (1,375,330)
------------ ------------
Net increase (decrease) in cash and equivalents 781,652 (1,239,776)
Cash and cash equivalents at beginning of period 3,196,634 4,700,262
------------ ------------
Cash and cash equivalents at end of period $ 3,978,286 $ 3,460,486
------------ ------------
------------ ------------
</TABLE>
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AMERICAN LIST CORPORATION
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
May 31, 1995
Note A - BASIS OF PRESENTATION
The accompanying unaudited financial statements reflect all
adjustments which, in the opinion of management, are of a normal
recurring nature and necessary to a fair statement of the results for
the interim periods presented. These financial statements have been
prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all the information or note disclosures
necessary for a complete presentation. They should be read in
conjunction with the Company's audited financial statements and
accompanying notes which appear in the Company's Form 10-KSB for the
year ended February 28, 1995. The results of operations for the first
three months of the year are not necessarily indicative of the results
of operations for the full year.
Note B - STOCKHOLDERS' EQUITY
On June 28, 1995, the Company declared a 25 cents ($.25) per share
quarterly dividend payable July 31, 1995 to stockholders of record of
July 13, 1995.
In May 1992, the Company adopted the 1992 Stock Option Plan which
provides for the issuance of options to purchase up to 82,500 shares,
as adjusted, of common stock. The plan provides for the issuance of
both incentive stock options and non-qualified options to purchase
shares as exercise prices determined by the Board of Directors. The
Company intends to increase the number of shares available for
issuance under the plan to 300,000 shares, subject to stockholder
approval. During the three months ended May 31, 1995, the Company
granted incentive stock options to purchase 50,000 shares of its
common stock at $21.00 per share to an officer of the Company, subject
to stockholder approval.
Note C - ACQUISITION
On June 22, 1995, the Company acquired substantially all of the
operating assets and liabilities of GeoDemX Corporation ("GeoDemX"), a
development stage company based in Michigan for nominal consideration.
GeoDemX is engaged in the development of geodemographic software; an
emerging category of software defined by the combination of
computerized maps with electronic demographic data. The purchase
agreement provides for, among other things, (1) the Company to advance
up to $750,000 in GeoDemX to fund the further development and
commercialization of the GeoDemX software and (2) additional
consideration to be paid based on a percentage of GeoDemX's annual
pretax earnings through February 28, 1999. Such additional
consideration shall be paid by the Company through the issuance of
common shares of the Company's common stock, however, the sellers may
elect to receive up to 50% of such additional consideration in cash.
Historical pro-forma information is not presented as the pro-forma
results would not be materially different from those of the Company.
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<PAGE>
AMERICAN LIST CORPORATION
May 31, 1995
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FINANCIAL CONDITION
The Company continues to be in a favorable financial position and does
not require outside financing to support its operations. Working
capital as of May 31, 1995 and February 28, 1995 amounted to
approximately $15.5 million and $14.5 million, respectively. The
Company has no material commitments for capital expenditures.
Management is, however, continually seeking possibilities for
additional expansion into compatible business areas. On June 2, 1995,
the Company acquired substantially all of the operating assets and
liabilities of GeoDemX Corporation (see Note C to the financial
statements). The Company believes that cash and cash equivalents and
marketable securities as of May 31, 1995 in the approximate amount of
$12.3 million can provide adequate liquidity for the Company's
continuing operations and for such possible further expansion. Net
cash flows from operating activities amounted to approximately $3.2
million and $.6 million for the three months ended May 31, 1995 and
1994, respectively. Further increases in cash and cash equivalents
and marketable securities are dependent upon future operating profits
and the level of dividends declared by the Board of Directors. On
June 28, 1995, the Company declared a quarterly dividend of 25 cents
($.25) per share, payable July 31, 1995 to stockholders of record on
July 13, 1995, an increase of 5 cents ($.05) per share over the
previous comparable quarter.
RESULTS OF OPERATIONS
Revenues from operations increased during the quarter ended May 31,
1995 by approximately $1,041,000 (24%) from the comparable 1994
quarter. This increase in revenue is primarily attributable to a
broader interest in the services of the Company, the license agreement
entered into in July 1994 and a price increase which took effect in
September 1994.
Costs of operations increased approximately $144,000 (27%) for the
quarter ended May 31, 1995 from the comparable 1994 quarter primarily
due to the amortization of deferred license costs. As a percentage of
sales, costs of operations increased to 13% for the quarter ended May
31, 1995 from 12% for the comparable 1994 quarter primarily due to the
amortization of the deferred license costs.
Selling, general and administrative costs increased during the quarter
ended May 31, 1995 by approximately $90,000 (10%) from the comparable
1994 quarter primarily due to additional personnel recently hired by
the Company.
Investment income increased approximately $71,000 (130%) during the
quarter ended May 31, 1995 from the comparable 1994 quarter primarily
due to an increase in interest rates and a greater amount of funds
available for investment.
Interest expense of approximately $52,000 for the quarter ended
May 31, 1995 relates to the license agreement entered into in
July 1994.
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<PAGE>
Part II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6(a). Exhibits, Lists and Reports on Form 8-K.
3.1 Articles of Incorporation as amended to
August 31, 1983(1)
3.1.a Certificate of Amendment to Articles of Incorporation
filed September 19,1983(2)
3.1.b Certificate of Amendment to Articles of Incorporation
filed September 9, 1987(3)
3.2 By laws as amended to date (1)
10.1 Profit-sharing Plan (1)
10.2 Pension Plan (1)
10.3 Lease Agreement (2)
10.4 Stock Option Plan (3)
10.5 Employment Agreement between the Registrant and Jan
Stumacher (7)
10.6 Employment Agreement, as amended, between the
Registrant and Martin Lerner (7)
10.7 Agreement of Sale and Purchase of Assets between the
Registrant and GeoDemX Corporation.
22 Subsidiaries of the Registrant (4)
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<PAGE>
(1) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 28, 1981.
(2) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 29, 1984.
(3) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 29, 1988.
(4) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 28, 1989.
(5) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 29, 1992.
(6) Incorporated by reference to the Annual Report on Form 10-K for
the year ended February 28, 1993.
(7) Incorporated by reference to the Annual Report on Form 10-KSB for
the year ended February 28, 1995.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed during
the three months ended May 31, 1995.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN LIST CORPORATION
Date: July 12, 1995 By: /s/ Martin Lerner
-------------------------
Martin Lerner, President
Principal Financial Officer
and Chief Executive
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<PAGE>
AGREEMENT OF SALE AND PURCHASE OF ASSETS
AGREEMENT made this 22nd day of June, 1995, by and among GeoDemX
Corporation, a Delaware corporation, having its principal office at 17117 Nine
Mile Road, Southfield, Michigan 48075, ("Seller") and Larry Brophy and Murray
Davis, two of GeoDemX's principal executives (the "Executives") and AMERICAN
LIST CORPORATION, a Delaware corporation, ("Purchaser") having its principal
office at 330 Old Country Road, Mineola, New York 11501.
W I T N E S S E T H :
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires
to sell to Purchaser, all or substantially all of the assets of Seller, and
Purchaser will assume certain liabilities of Seller as set forth herein, with
the understanding that Purchaser will operate the business of Seller as a
wholly-owned subsidiary (the "GeoDemX Subsidiary") of Purchaser, with a minimum
level of funding as set forth in Paragraph 9 hereof; and
WHEREAS, the Executives are willing to become executive officers and
directors of the GeoDemX Subsidiary pursuant to Employment Agreements referred
to herein;
NOW, THEREFORE, it is agreed as follows:
1. PURCHASE AND SALE OF ASSETS
(a) Subject to and upon the terms and conditions set forth in
this Agreement, Seller will sell, transfer, convey, assign and deliver to
Purchaser, and Purchaser will purchase, at the Closing (as hereinafter defined)
the following assets (hereinafter collectively called "Seller's Assets," and
which shall not include the Seller's rights under this Agreement, Seller's
corporate records and any other assets not described below, the "Excluded
Assets"):
i) All of Seller's tangible personal property used or
useful in the business of Seller, whether located at Seller's facility in
Southfield, Michigan, or otherwise (the "Equipment"), including, but not limited
to, cash on hand, inventory, prepaid expenses and deposits, all of Seller's
equipment (including computers), fixtures, leasehold improvements and furniture,
which are more specifically described on Annex A hereto;
ii) All of Seller's computer software programs (including
all rights to file patent and copyright applications, and to obtain patent or
copyright protections, relating to such software) and related manuals, codes,
instructions and back-up or development files which are more specifically
described on Annex B hereto (the "Software");
iii) certain liabilities of Seller relating to sales
taxes, employee and/or consultant salaries, payments or benefits and taxes with
respect to employee or consultant salaries and benefits, and certain liabilities
of Seller relating to accounts payable (all of which are listed on Annex C
hereto, which list also describes certain obligations of Seller incurred until
the Closing Date in the normal course of the Seller's business and operations
(i.e., utility
<PAGE>
charges, postage and express delivery charges, printing expenses, travel and
entertainment expenses and similar charges) which, in the aggregate do not
exceed $10,000 as of the Closing Date.)
iv) Those certain unfilled sales contracts, together
with related accounts receivables and commitments relating to the business of
Seller set forth on Annex D hereto (the "Customer Agreements");
v) Those other certain contracts, agreements, insurance
policies, licensing rights and leases (without the personal guarantees of the
Executives) incident to the operation of Seller's business and to be assumed by
Purchaser listed on Annex E hereto, and no others (the "Transferred
Agreements");
vi) All of Seller's ownership, possession and rights in
and to the name "GeoDemX" and "GeoWizard" (and any variation thereof), as well
as Seller's logo, together with the goodwill of the business symbolized by such
name and logo;
vii) The exclusive ownership, possession and rights in and
to Seller's customer lists, if any (the "Customer List") as described in Annex F
hereof (which list shall be updated as of the Closing Date);
viii) Books and records, and other documents and
information relating to the business of Seller (other than its corporate minute
books), including, without limitation, accounting books and records, sales
literature, customer orders, product data, correspondence, commission records,
catalogues and product information of every kind; and
ix) All causes of action, claims and rights or recovery
or setoff of every kind or character arising out of or attributable to any of
Seller's Assets or Seller's business on or prior to the Closing Date,
irrespective of the date on which any such cause of action, claim or right may
arise or accrue.
(b) Subject to and upon the terms and conditions set forth in
this Agreement, Purchaser shall assume, at the Closing, the obligations of
Seller under the Customer Agreements and Transferred Agreements, if any, as of
the Closing Date, together with the other liabilities incurred by Seller as set
forth on Annex C hereof up to the Closing Date (collectively, the "Assumed
Liabilities"), and shall fully discharge, pay and/or satisfy the same in
accordance with their respective terms and conditions. Except for such Assumed
Liabilities of Seller as are specifically to be assumed by Purchaser under the
immediately preceding sentence, Purchaser has not assumed or undertaken, and is
not assuming or undertaking, to discharge or perform, any other obligation or
liability of Seller or of any shareholder or employee or Seller (such
liabilities or obligations referred to as "Excluded Liabilities"), all of which
other obligations and liabilities Seller hereby undertakes to fully discharge,
pay and/or satisfy as and when the same may become due.
2. COMPUTATION AND PAYMENT OF PURCHASE PRICE
(a) In consideration of the sale, transfer, conveyance,
assignment and delivery of the Seller's Assets by Seller to Purchaser and the
assumption of the Assumed
<PAGE>
Liabilities by Purchaser, and in reliance upon the representations and
warranties made herein by Seller and the Executives, the Purchaser will, in full
payment thereof, pay to Seller (which term includes any corporation, company,
limited liability company, trust or partnership which may be a successor to the
Seller, or an assignee of Seller), the following purchase price (the "Purchase
Price"):
i) One Hundred ($100.00) Dollars; and
ii) As additional consideration, one or more payments
("Earn-Out Payments") determined as follows:
(b) Fifty (50%) percent of the "Pre-Tax Earnings" (if any) of
the GeoDemX Subsidiary for the period from the Closing Date and ending February
29, 1996 (the "1996 Period") and 50% of the "Pre-Tax Earnings" (if any) of the
GeoDemX Subsidiary for the twelve month period ending February 28, 1997 (the
"1997 Period"); PROVIDED, HOWEVER, if there is a "Pre-Tax Loss" for the 1996
Period, the amount of Pre-Tax Earnings for the 1997 Period shall be reduced by
the amount of the Pre-Tax Loss for the 1996 Period before multiplying the Pre-
Tax Earnings for the 1997 Period by fifty (50%) percent; and
(c) Forty-five (45%) percent of the "Pre-Tax Earnings" of the
GeoDemX Subsidiary for the twelve month period ending February 28, 1998; and
(d) Forty (40%) percent of the "Pre-Tax Earnings" of the GeoDemX
Subsidiary for the twelve month period ending February 28, 1999.
(e) The terms "Pre-Tax Earnings" and "Pre-Tax Loss" shall mean
the items of the GeoDemX Subsidiary's pre-tax earnings or pre-tax loss, as the
case may be, determined in accordance with generally accepted accounting
principles, which (i) do not take into account any Earn-Out Payments (or any
amortization thereof) which were made in such period or which have been earned
and accrued for payment in a subsequent period; (ii) do not take into account
extraordinary or non-recurring items; and (iii) reflect the allocation to the
GeoDemX Subsidiary of actual costs or expenses incurred by Purchaser on the
account of the GeoDemX Subsidiary which are appropriate costs or expenses (or
portions of costs and expenses) to be borne by the GeoDemX Subsidiary (it being
specifically agreed that costs of borrowings by Purchaser or any subsidiary of
Purchaser, other than the GeoDemX Subsidiary, shall not be allocated to the
GeoDemX Subsidiary), as reported in the financial statements of the GeoDemX
Subsidiary (which are consolidated with the audited financial statements of
Purchaser) by Purchaser's independent public accounting firm.
(f) A report of Pre-Tax Earnings or Pre-Tax Losses with respect
to any period shall be promptly delivered in writing to the Seller after
completion of the audited financial statements, together with all relevant work
papers and other materials reasonably requested by the Seller in order to verify
the fairness and/or accuracy thereof. The Seller (and, if requested,
shareholders of Seller owning at least 75% of the equity interest of the Seller,
or a comparable percentage of equity or ownership interests in any successor
entity to the Seller) shall, within twenty (20) days of receipt thereof, notify
the Purchaser in writing that the Seller disagrees with the proposed amount of
Pre-Tax Earnings or Pre-Tax Losses, and state in
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<PAGE>
reasonable detail the basis therefor. The Purchaser and the Seller agree
thereafter to negotiate in good faith to agree upon a mutually acceptable amount
of Pre-Tax Earnings or Pre-Tax Loss within 60 days of Seller's notice to
Purchaser. If no such agreement has been reached, the Purchaser shall pay the
undisputed portion, if any, of the Earn-Out Payment due, and the Purchaser and
the Seller shall promptly submit for arbitration purposes to a nationally
recognized independent certified public accounting firm selected jointly by the
Purchaser and the Seller the issue of the disputed portion of actual Pre-Tax
Earnings or Pre-Tax Losses for the appropriate period. Such independent
certified public accounting firm shall be instructed (x) to determine "Pre-Tax
Earnings" or "Pre-Tax Loss" for the period in question in a manner consistent
with the definition set forth in Subparagraph (e) above, and (y) deliver a
written decision with respect to the actual amount of the disputed portion of
the "Pre-Tax Earnings" or "Pre-Tax Loss", as the case may be, to the Purchaser
and the Seller on or before the thirtieth (30th) day after submittal of the
information requested by the arbitrator. Any decision delivered shall be
conclusive and binding upon the Purchaser and the Seller (including all
shareholders of Seller). All reasonable fees and expenses of each party
(including attorney's fees), as well as the fees and expenses of the independent
certified public accounting firm jointly engaged to resolve any disagreement
with respect to the amount of "Pre-Tax Earnings" or "Pre-Tax Loss," shall be
apportioned by such accounting firm as part of its final decision, and shall be
allocated to each party based on a pro-rata sharing of such costs and expenses
in proportion to the manner in which the disputed amount is ultimately resolved
by such firm. The Purchaser and the Seller each agree to pay to the independent
certified public accounting firm its share of all fees and expenses required
hereunder, and to hold all parties hereto harmless from and against all damages
incurred as a result of a failure by any such party to pay its share of such
fees and expenses of such accounting firm.
(g) Subject to the foregoing paragraph, the Earn-Out Payments
will be made to Seller (for the account of the shareholders of Seller (the
"Shareholders") in proportion to their ownership of Seller as set forth on Annex
G hereto) within thirty (30) days of the delivery of the financial statements of
the GeoDemX Subsidiary for the relevant period. The Earn-Out Payments shall be
made (or paid) by Purchaser's delivery to Seller of such number of shares of
Purchaser's common stock, $.01 par value per share (the "Common Stock") which,
when multiplied by the "Price" shall equal the amount of Earn-Out Payment for
the relevant period; PROVIDED, HOWEVER, each Executive who is entitled to
receive a portion of the Earn-Out Payment (in his capacity as a shareholder of
the Seller) for a particular period shall have the option of receiving up to 50%
of his portion of the Earn-Out Payment in cash and any other Shareholder who is
identified on Annex G who is entitled to receive a portion of the Earn-Out
Payment for a particular period shall have the option of receiving up to 100% of
the Earn-Out Payment in cash; PROVIDED FURTHER, that the Purchaser shall have
the option, in its sole discretion, of paying to the Executives and/or the
Shareholders as much as 25% of the amount of any Earn-Out Payment in cash in
lieu of its Common Stock. Any Executive or any other Shareholder wishing to
exercise his/her payment options shall notify the Purchaser within 15 trading
days following the end of the 1996 Period (and within 15 trading days following
the end of the GeoDemX Subsidiary's subsequent fiscal years), and the Earn-Out
Payment delivered to the Seller on behalf of such Shareholder shall reflect the
exercise of the respective payment option.
(h) The term "Price" shall mean the average of the closing
prices of the Common Stock as reported on the American Stock Exchange (or, if
such stock is listed on
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<PAGE>
another exchange, or national stock quotation system, on such exchange or
system), for the 15 day trading period immediately preceding February 29, 1996
and within the 15 day trading period immediately preceding the last day of
GeoDemX Subsidiary's subsequent fiscal years.
(i) As a condition to Purchaser's delivery of any Common Stock
in connection with an Earn-Out Payment, each Shareholder who is entitled to
receive such Common Stock shall sign a representation letter substantially in
the form of the letter set forth in Annex H hereof.
(j) Seller and Purchaser hereby agree to allocate the Purchase
Price (as the result of arms' length negotiation) among Seller's Assets in
accordance with the allocation determined in consultation with Purchaser's
independent accounting firm. Any interest which is imputed to an Earn Out
Payment shall be deemed satisfied from the delivery of the Common Stock. The
parties agree that the transaction contemplated by this Agreement shall be
reflected in Internal Revenue Code Form 8594 and in their respective Federal and
State income tax returns.
3. CLOSING
The closing of the transactions under this Agreement (the "Closing")
shall take place on June 22, 1995 at 10:00 a.m. at the offices of Purchaser's
attorney, Ruskin, Moscou Evans & Faltischek, P.C., 170 Old Country Road,
Mineola, New York. The day on which the Closing actually takes place is herein
sometimes referred to as the "Closing Date." In the event either of the parties
hereto determines not to close on the scheduled date because a condition to its
obligation to Close as set forth in Section 12 or 13 hereof has not been met
(and, if applicable, has not been waived by the party or parties entitled to
waive it), such party may postpone the Closing from time to time, by giving at
least five (5) days' prior notice to the other party, until the condition has
been met (which the parties will use their best efforts to cause to happen), but
in no event to a date later than June 30, 1995.
4. OBLIGATIONS AT CLOSING; FURTHER ASSURANCES
(a) At Closing, Seller and the Executives, as the case may be,
will deliver to Purchaser the following:
i) Bill of Sale duly executed by Seller and such other
good and sufficient instruments of conveyance, assignment and
transfer, in form and substance satisfactory to Purchaser, as
shall be effective to vest in Purchaser good and marketable title
to Seller's Assets;
ii) An assignment to Purchaser of the lease agreement
("Lease Agreement"), dated between Consolidated Capital
Institutional Properties/2, L.P. as lessor, and Seller as lessee,
consented to by lessor, which assignment releases all of
Shareholders or Seller's officers from any personal liability
under said lease;
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iii) All contracts, files, the Customer List, the Customer
Agreements, the Transferred Agreements, the Software and other
data and documents pertaining to Seller's Assets (which may be
delivered at the offices of Seller);
iv) Employment Agreements, to be dated as of the Closing
Date, by and between Larry Brophy, Murray Davis, Marc Konvisser,
Ken Sivaraman and the GeoDemX Subsidiary in the form annexed
hereto as Annex I (the "Employment Agreements"), executed by such
persons;
v) A form of Certificate of Amendment to the Certificate
of Incorporation of Seller pursuant to which the name of Seller
is changed, such certificate to be filed within 2 business days
after the Closing Date;
vi) All other documents, cash on hand, licenses,
prepayments, and deposits, accounts, inventory, instruments and
rights, if any, required to be delivered by Seller or any
Executive to Purchaser under the provisions of this Agreement.
(b) At any time and from time to time after the Closing, at
Purchaser's request and without further consideration, Seller and the Executives
will execute and deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such action as Purchaser may reasonably
deem necessary or desirable in order more effectively to transfer, convey and
assign to Purchaser, and to confirm Purchaser's title to, all of Seller's
Assets, to put Purchaser in actual possession and operating control thereof to
assist Purchaser in exercising all rights against third parties with respect
thereto.
(c) At the Closing, Purchaser will deliver (or cause the GeoDemX
Subsidiary to deliver) to Seller the following:
i) The One Hundred ($100.00) Dollar payment;
ii) The Employment Agreements, for Larry Brophy, Murray
Davis, Mark Konvisser and Ken Sivaraman duly executed on behalf
of the GeoDemX Subsidiary;
iii) A true and complete copy of the Certificate of
Incorporation of the GeoDemX Subsidiary, and the By-Laws of the
GeoDemX Subsidiary and appropriate shareholder resolutions
appointing Larry Brophy and Murray Davis to the Board of
Directors of the GeoDemX Subsidiary;
iv) All other documents, instruments and payments, if
any, required to be delivered by Seller to Purchaser under the
provisions of this Agreement including a resolution (in the form
set forth on Annex J hereto) of the "Committee" which is
responsible for administering the Purchaser's
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1992 Stock Option Plan to provide additional equity to employees
of the GeoDemX Subsidiary.
5. REPRESENTATIONS AND WARRANTIES BY SELLER AND THE EXECUTIVES
Seller and the Executives, jointly and severally, represent and
warrant to Purchaser as follows:
(a) ORGANIZATION, STANDING AND QUALIFICATION. Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority
and is entitled to carry on its business as now being conducted.
(b) SUBSIDIARIES. Seller has no subsidiaries.
(c) EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT; AUTHORITY.
Neither the execution, delivery nor performance of this Agreement by Seller
will, with or without the giving of notice or the passage of time, or both,
conflict with, result in a default, right to accelerate or loss of rights under,
or result in the creation of any lien, charge or encumbrance pursuant to, any
provision of Seller's Certificate of Incorporation or by-laws or any mortgage,
deed of trust, lease, license, agreement, understanding, instrument, law, rule
or regulation or any order, judgment or decree to which Seller is a party or by
which Seller or any of Seller's Assets are bound. Seller has the full power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. All proceedings required to be taken by Seller and its
shareholders to authorize the execution, delivery and performance of this
Agreement and the agreements relating hereto have been properly taken and this
Agreement constitutes a valid and binding obligation of Seller.
(d) CAPITALIZATION AND OWNERSHIP OF CAPITAL STOCK. The
presently authorized, issued and outstanding shares of capital stock of Seller
and the names and addresses of the record and beneficial owners thereof are as
set forth on Annex G hereto. Each of such persons is the lawful record and
beneficial owner of the number of shares set forth opposite his name, free and
clear of any liens, claims, encumbrances or restrictions of any kind. There are
no outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, convertible securities or other agreements or arrangements of any
character or nature whatever under which Seller is or may become obligated to
issue, assign or transfer any additional shares of its capital stock, except for
the provisions set forth in that Agreement by and between the Seller and Gobind
Sahney dated June 19, 1995.
(e) FINANCIAL STATEMENTS.
i) Seller has delivered to Purchaser a copy of its
balance sheet as at May 31, 1995 and statement of income and statement of cash
flow for the period then ended. The aforesaid balance sheet presents fairly as
of its date the financial condition of Seller and the aforesaid statement of
income and statement of cash flow present fairly the results of the
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operations of the Seller for the fiscal period which they purport to cover, in
conformity with generally accepted accounting principles applied on a basis
consistent with that of prior periods.
ii) Except as and to the extent reflected or reserved
against in the said balance sheet or as disclosed in this Agreement, and to
their best knowledge, Seller did not, as of May 31, 1995, have any debts,
liabilities or obligations of any nature, whether accrued, absolute, contingent
or otherwise, and whether due or to become due, including, but not limited to,
liabilities or obligations on account of taxes or other governmental charges, or
penalties, interests or fines thereon or in respect thereof.
iii) Since the date of the said balance sheet, there has
not been:
(A) Any material adverse change in the condition
(financial or other), properties, assets, liabilities or business of Seller
taken as a whole, including any sale, lease, abandonment, disclosure or other
disposition of the Software, except changes in the ordinary course of business
which have not in the aggregate been materially adverse;
(B) Any declaration, setting aside or payment of
any dividend or any other distribution on or in respect of the capital stock of
Seller; or
(C) Any material debt, obligation or liability
(whether absolute or contingent) incurred by Seller (whether or not presently
outstanding) except (i) current liabilities incurred and obligations under
agreements entered into, in the ordinary course of business, and (ii)
obligations or liabilities entered into or incurred in connection with the
execution of this Agreement.
(f) LIABILITIES. There has been delivered to Purchaser
simultaneously herewith a true, complete and correct schedule listing of all of
Seller's liabilities whether absolute, accrued, contingent or otherwise, which
were outstanding or owing as of the date hereof. Except as and to the extent
listed on such schedule Seller has, to the best of its knowledge, no debts,
liabilities or obligations of any nature whatsoever.
(g) TAXES. All taxes, including, without limitation, income,
property, sales, use, franchise, added value, employees' income withholding and
social security taxes, imposed by the United States or by any foreign country or
by any state, municipality, subdivision or instrumentality of the United States
or of any foreign country, or by any other taxing authority, which are due or
payable by Seller as of May 31, 1995, and all interest and penalties thereon,
whether disputed or not, have been paid in full or reserved for, and all tax
returns required to be filed in connection therewith have been accurately
prepared and duly and timely filed and all deposits required by law to be made
by Seller, to its knowledge, with respect to employees' withholding taxes have
been duly made. Except as disclosed to Purchaser, Seller has not been
delinquent in the payment of any tax, assessment or governmental charge or
deposit and has no tax deficiency or claim outstanding, proposed or assessed
against it, and there is no basis for any such deficiency or claim.
(h) ABSENCE OF CHANGES OR EVENTS. Since April 30, 1995 Seller
has conducted its business only in the ordinary course and has not, on behalf
of, in connection with
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or relating to its business made any material change, not in accordance with
prior practice, in the rate of compensation, commission, bonus or other direct
or indirect remuneration payable, or paid or agreed or orally promised to pay,
conditionally or otherwise, any bonus, extra compensation, pension or severance
or vacation pay, to any employee, salesman, or agent of Seller.
(i) LITIGATION. There is no asserted claim, legal action, suit,
arbitration, governmental investigation or other legal or administrative
proceeding, nor any order, decree or judgment in progress, pending or in effect,
or to the knowledge of Seller or any Executive threatened against or relating to
Seller or to which Seller is a party or by which the business of Seller or the
transactions contemplated by this Agreement or any of Seller's Assets may be
materially affected.
(j) COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. To the best of
Seller's knowledge, Seller has complied in all material respects with all laws,
rules, regulations, ordinances, orders, judgments and decrees now or hereafter
applicable to Seller's Assets and the operation thereof; to the best of Seller's
knowledge, neither the ownership nor use or operation of Seller's Assets
conflicts with the rights of any other person, firm, corporation, trust,
partnership, joint venture or any other entity or violates, or with or without
the giving of notice or the passage of time, or both, will violate, conflict
with or result in a default, right to accelerate or loss of rights under any
terms or provisions of Seller's Certificate of Incorporation or by-laws as
presently in effect, or any lien, encumbrance, mortgage, deed of trust, lease,
license, agreement, understanding, law, ordinance, rule or regulation, or any
order, judgment or decree to which Seller is a party and by which the ownership
or use of Seller's Assets may be bound or affected.
(k) TITLE TO PROPERTIES.
i) Except as noted on Annex A hereto, Seller has, and
will have at Closing, good and marketable title to all of Seller's Assets, free
and clear of any mortgage, pledge, lien, charge, security interest, encumbrance,
lease, license, easement, liability or adverse claim of any nature whatsoever.
All of Seller's Assets are now, and will at Closing be, in good operating
condition and repair, suitable for the purposes used, adequate and sufficient
for all current operations of Seller and directly related to the business of
Seller.
ii) The Software constitutes all of the software used in
Seller's business, has been tested and placed in service by Seller and is free
of errors other than non-material or non-recurring errors, and to Seller's
knowledge such Software is capable, proven, suitable and fit for performing all
of the data processing services, functions and applications called for or
committed to in Seller's written and oral agreements with Seller's customers or
as represented to Purchaser.
(l) COPYRIGHTS, PATENTS, ETC. Except for the name "GeoDemX" and
"GeoWizard" as set forth in certain licenses identified in the Transferred
Agreements, Seller neither owns nor possesses any rights to use any copyrights,
trademarks, service marks, service names, trade names, patents, patent rights,
trade secrets, inventions, know-how or other proprietary rights. To the best of
its knowledge, neither Seller nor any Executive is infringing
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upon or otherwise acting adversely to any copyrights, trademarks, trademark
rights, service marks, service names, trade names, patents, patent rights,
licenses, trade secrets, inventions, know-how or other proprietary rights owned
by any other person or persons, and there is no claim or action by any such
person pending, or to the knowledge of Seller or the Executives threatened, with
respect thereto.
(m) EMPLOYEE BENEFIT PLANS.
i) Seller has delivered to Purchaser a true, accurate
and complete copy of Seller's Major Medical and health insurance plan (written
by BlueCare Network. Such Plans constitute all of Seller's Employee Benefit
Plans conferring any benefits on any employee of Seller.
ii) Seller has not (i) at any time since the inception of
its business maintained or contributed to any Pension Plan to which Code Section
412, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA applies nor
(ii) at any time since contributed to any Multiemployer Plan.
iii) Seller does not maintain, contribute to, or have any
obligation under any Welfare Plan which provides medical, life insurance or
death benefits or other benefits for retired or terminated employees.
(n) CERTAIN LABOR ACTIVITIES. Seller has not, directly or
indirectly within the past three years, encountered any actual or threatened
employee strikes, work stoppages, slow-downs or lock-outs, or had any materially
adverse change in its relations with its employees or consultants.
(o) DISCLOSURE. No representation or warranty by Seller or by
any Executive contained in or delivered pursuant to this Agreement, and no
statement or certificate furnished or to be furnished by Seller or any Executive
to Purchaser, contains any untrue statement of a material fact, or omits to
state any material fact required to make the statements herein or therein
contained not misleading. The representations and warranties contained in this
Section 5 shall not be affected or deemed waived by reason of the fact that
Purchaser (or any agent of Purchaser) knew or should have known that any such
representation or warranty is inaccurate in any respect.
6. REPRESENTATIONS AND WARRANTIES BY PURCHASER
Purchaser, on behalf of itself and the GeoDemX Subsidiary, represents
and warrants to Seller and the Executives as follows:
(a) ORGANIZATION. Purchaser is a corporation duly organized,
and validly existing and in good standing under the laws of the state of
Delaware and has the full corporate power and authority to enter into this
Agreement and the related agreements referred to herein and to carry out the
transactions contemplated hereby and thereby. The GeoDemX Subsidiary is a
corporation duly organized, validly existing and in good standing under the law
of the state of Michigan, has no assets or liabilities, and will have no assets
or liabilities as of
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the Closing Date, and will, immediately upon the Closing, obtain all of the
Seller's Assets so as to operate the business of Seller as of such date.
(b) AUTHORIZATION AND APPROVAL OF AGREEMENT. All proceedings
required to be taken by Purchaser to authorize the execution, delivery and
performance of this Agreement (including the election of Larry Brophy and Murray
Davis as members of the Board of Directors of the GeoDemX Subsidiary) and the
agreements relating hereto have been properly taken, and this Agreement
constitutes the valid and binding obligations of Purchaser.
(c) LITIGATION. There is no legal action, suit, arbitration,
governmental investigation or other legal or administrative proceeding, nor any
order, decree or judgment in progress, pending or in effect or to the knowledge
of Purchaser threatened against or relating to Purchaser in connection with or
relating to the transactions contemplated by this Agreement and Purchaser does
not know or have any reason to be aware of any basis for the same.
7. CONDUCT OF BUSINESS PRIOR TO CLOSING
(a) Prior to the Closing, Seller shall conduct its business and
affairs only in the ordinary course and consistent with its prior practice and
shall maintain, keep and preserve Seller's Assets in good condition and repair,
and maintain insurance thereon in accordance with present practices, and Seller
will use its best efforts to preserve its business intact, to preserve for the
benefit of Purchaser the goodwill of its suppliers and customers and others
having business relations with it and to pay all payables and other liabilities
of Seller in the ordinary course and consistent with past practice. Seller
shall give Purchaser prompt written notice of any change in any of the
information contained in the representations and warranties made in Section 5
hereof or the Annexes referred to therein which occurs prior to the Closing.
Without limiting the generality of the foregoing, prior to the Closing, Seller
will not without Purchaser's prior approval, which will not be unreasonably
withheld, change its certificate of incorporation or by-laws (except as
contemplated by Section 4(a)(viii) hereof) or merge or consolidate or obligate
itself to do so with or into any other entity.
8. BULK SALE COMPLIANCE
The Seller and the Executives represent, warrant and covenant that
Seller's primary business is not, has never been, and from the date hereof until
the Closing Date, will not be, the sale of merchandise from stock, as referred
to in the Michigan Uniform Commercial Code - Bulk Transfers, as presently in
effect (the "Bulk Sales Law").
Purchaser hereby waives compliance by Seller with the provisions of
the Bulk Sales Law to the extent same may be deemed applicable to the
transactions herein contemplated, and each Executive warrants, agrees and
covenants to pay and discharge when due all claims of creditors which may be
asserted against Purchaser by reason of such non-compliance, provided such
warranty, agreement and covenants will not apply to liabilities specifically
assumed by Purchaser under the Transferred Agreements and Customer Agreements or
as set forth in Annexes C hereof. Each Executive, jointly and severally, agrees
to indemnify and hold Purchaser harmless from, against, and in respect of (and
shall on demand reimburse Purchaser for) any and all loss, liability, damage,
cost or expense, including, without limitation, attorney's
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fees suffered or incurred by Purchaser by reason of the failure of Seller to pay
or discharge any such claims.
9. COVENANTS OF PURCHASER
(a) Purchaser covenants and agrees that at the Closing, it will
transfer all of the assets (and the business) it is acquiring from Seller to the
GeoDemX Subsidiary, and will not cause this GeoDemX Subsidiary to engage in any
business or activity which is unrelated to the business of Seller. The
foregoing transfer will not, however, relieve Purchaser from any of its
liabilities or obligations to Seller as set forth herein.
(b) The Purchaser has agreed to advance to the GeoDemX
Subsidiary the sum of $485,000 (which sum takes into account advances/loans by
the Purchaser to the Seller made prior to the date hereof of $60,000) on the
date hereof, which monies are to be disbursed and/or utilized in accordance with
a schedule attached hereto as Annex K. The Purchaser further agrees to advance
to the GeoDemX Subsidiary such additional funds (up to a maximum of $750,000,
inclusive of the aforementioned $485,000) between September 1, 1995 and December
31, 1995 as are expected to be needed by the GeoDemX Subsidiary, all in
accordance with the schedule and as approved by the Board of Directors of the
GeoDemX Subsidiary:
(c) Purchaser further agrees that it will not interfere with, or
impair, or otherwise inhibit the GeoDemX Subsidiary from utilizing its funds
(including the Funds provided by the Purchaser pursuant to the preceding
paragraph) to meet its requirements in accordance with the schedule. For
purposes of this provision, the foregoing covenant includes Purchaser's
agreement not to impose or create any material or significant financial,
managerial or technical burdens on the GeoDemX Subsidiary which, in Purchaser's
reasonable opinion as concurred with by Larry Brophy and Murray Davis (in their
capacity as Directors of the GeoDemX Subsidiary), are materially inconsistent
with the financial, management or technical plans for the GeoDemX Subsidiary.
(d) Notwithstanding the foregoing, nothing herein shall be
deemed the Purchaser's commitment, promise or agreement to (i) provide funding
to the GeoDemX Subsidiary in excess of $750,000 (as provided for in Annex K) or
(ii) extend the period beyond June 1, 1996 to provide such funding.
(e) As a further condition to Purchaser's commitments pursuant
to this Paragraph, the Executives, in their role as employees, officers and
directors of the GeoDemX Subsidiary, will regularly (which means at least as
frequently as each week) provide Purchaser with a detailed written summary of
the status of the GeoDemX Subsidiary's business, including its financial
condition (and prospective financial condition), research and development
efforts, marketing plans and efforts personnel issues, and other relevant and
material matters as Purchaser may reasonably request.
10. DIRECTORS AND SHAREHOLDERS AUTHORIZATION
(a) Simultaneously herewith Seller has delivered to Purchaser,
and Purchaser has delivered to Seller, a copy of the resolutions of their
respective Boards of
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Directors, together with any and all required resolutions or consents of their
respective shareholders, approving the execution and delivery of this Agreement
and the consummation of all of the transactions contemplated hereby, duly
certified by an officer thereof.
11. [Intentionally omitted]
12. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
All obligations of Purchaser hereunder are subject, in the reasonable
discretion of Purchaser, to the fulfillment of each of the following conditions
at or prior to the Closing, and Seller shall use its best efforts to cause each
such condition to be so fulfilled:
(a) All representations and warranties of Seller and the
Executives contained herein or in any documents delivered pursuant hereto shall
be true and correct in all material respects when made and shall be deemed to
have been made again at and as of the Closing Date, and shall then be true and
correct in all material respects except for changes in the ordinary course of
business after the date hereof in conformity with the covenants and agreements
contained herein;
(b) All covenants, agreements and obligations required by the
terms of this Agreement to be performed or observed by Seller and the
Shareholders at or before the Closing shall have been duly and properly
performed or observed, as the case may be, in all material respects, and all
documents or instruments required to be delivered by Seller and any Shareholder
to Purchaser at or prior to the Closing shall have been so delivered;
(c) Since the date of this Agreement there shall not have
occurred any material adverse change in Seller's Assets;
(d) No action or proceeding shall have been threatened,
instituted or pending before any court or governmental agency or other
regulatory or administrative agency or commission, by any governmental agency or
other regulatory or administrative agency or commission or by any other person,
(i) challenging the acquisition by Purchaser of Seller's Assets, (ii) seeking to
prohibit Purchaser's ownership or operation of all of Seller's Assets, or to
compel Purchaser to dispose of all or any portion of Seller's Assets, or (iii)
otherwise materially adversely affecting the Seller's Assets or Purchaser's
ownership or operation of Seller's Assets; and
(e) Seller shall have satisfied, or made arrangements to
satisfy, the applicable Michigan taxing authorities (which may include an escrow
of certain monies), such that said taxing authorities shall not be entitled to
any lien upon any of Seller's Assets, upon consummation of the transactions
contemplated hereby.
13. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
All obligations of Seller hereunder are subject, at the option of
Seller, to the fulfillment by Purchaser of each of the following conditions at
or prior to the Closing:
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(a) All representations and warranties of Purchaser contained
herein or in any document delivered pursuant hereto shall be true and correct in
all material respects when made and shall be deemed to have been made again at
and as of the Closing, and shall then be true and correct in all material
respects except for changes in the ordinary course of business after the date
hereof in conformity with the covenants and agreements contained herein.
(b) All covenants, agreements and obligations required by the
terms of this Agreement to be performed or observed by Purchaser at or before
the Closing shall have been duly and properly performed or observed, as the case
may be, in all material respects, and all documents or instruments required to
be delivered by Purchaser to Seller at or prior to the Closing shall have been
so delivered.
(c) No action or proceeding shall have been threatened,
instituted or pending before any court or governmental agency or other
regulatory or administrative agency or commission, by any governmental agency or
other regulatory or administrative agency or commission or by any other person,
(i) challenging the sale by Seller to Purchaser of all or any material portion
of the Seller's Assets, (ii) seeking to prohibit Seller's disposition of all or
any material portion of Seller's Assets, or to compel Seller to retain any
material portion of Seller's Assets, or (iii) otherwise materially adversely
affecting the sale by Seller or Seller's Assets.
14. INDEMNIFICATION OF PURCHASER
(a) Seller and Executives, jointly and severally, agree that,
notwithstanding the Closing, for the sale of assets provided for herein and
regardless of any investigation at any time made by or on behalf of Purchaser or
of any information Purchaser may have in respect thereof, Seller and the
Executives, jointly and severally, will indemnify and hold Purchaser (which term
in this Paragraph 14 includes the GeoDemX Subsidiary) harmless from and against
any damage, liability, loss or deficiency (including, without limitation,
reasonable attorneys' fees and other costs and expenses incident to any suit,
action or proceeding) arising out of or resulting from, and will pay Purchaser
on demand the full amount, any sum or sums which Purchaser may pay or become
obligated to pay on account of: (i) any inaccuracy in any representation or the
breach of any warranty made by Seller or the Executives hereunder, (ii) any
failure of Seller or the Executives duly to perform any term, provision,
covenant, agreement, or condition hereunder on the part of Seller or the
Executives to be performed, and (iii) any liability or obligation with respect
to Excluded Assets or Excluded Liabilities. In particular, statements of fact
contained in any written statement delivered by or on behalf of Seller pursuant
hereto or in connection with the transactions contemplated hereby, shall be
deemed representations and warranties by Seller and the Executives hereunder.
All covenants, agreements, representations and warranties made by Seller or the
Executives hereunder or pursuant hereto or in connection with the transactions
contemplated hereby and referred to in this Agreement shall survive the Closing
and the delivery of the Seller's Assets or any instrument of conveyance, subject
to the provisions of subparagraph 14(e)(ii) hereof.
(b) In case of the assertion in writing of any claim initiated
or asserted by any person, firm, governmental authority or corporation other
than Purchaser and any affiliate of Purchaser (a "Third Party Claim") or the
commencement of any litigation asserting a Third Party Claim which may give rise
to any obligation of Seller to Purchaser under the
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provisions of this Section, Purchaser shall give notice thereof as provided
hereunder as promptly as practicable after Purchaser's receipt of such written
assertion or the commencement of such litigation. If Seller or the Executives
(or either of them) reasonably demonstrate to Purchaser that Seller (or the
Executives) will be able to pay the full amount of potential liability in
connection with any Third Party Claim, Seller (or the Executives) may at its
sole cost and expense, upon written notice given to Purchaser within thirty (30)
days after its receipt of Purchaser's notice under this Section, assume the
defense, with counsel reasonably satisfactory to Purchaser, of any such Third
Party Claim or litigation, provided that Seller (or the Executives) admits in
writing to Purchaser its liability solely as between it and Purchaser with
respect to all material elements thereof. If Seller (or the Executives) assumes
the defense of any such claim or litigation, the obligations of Seller (and the
Executives) hereunder as to such claim or litigation shall be limited to taking
all steps necessary in the defense or settlement thereof and to holding
Purchaser harmless from and against any and all losses, liabilities, expenses
and damages caused by or arising out of any settlement approved by Seller (or
the Executives) or any judgment in connection with such claim or litigation, and
Purchaser shall make available to Seller (and the Executives) such books and
records in Purchaser's possession as Seller (or the Executives) may reasonably
require in connection with such defense. Except with the express prior written
consent of Purchaser (which shall not be unreasonably withheld), Seller (and the
Executives) shall not consent to the settlement or entry of any judgment arising
from any such claim or litigation which in each case does not include as an
unconditional term thereof the giving by the claimant or plaintiff, as the case
may be, to Purchaser of any unconditional release from all liability in respect
thereof unless Seller (and the Executives) has actually paid the full amount of
any such settlement or judgment. Purchaser shall be entitled to be consulted
about (but not control) the defense of, and receive copies of all pleadings and
other material papers in connection with, any such claim or litigation and shall
be entitled to approve any settlement or final settlement to be implemented on
its behalf. If Seller (and the Executives) do not assume the defense of any
such claim or litigation, Purchaser may defend the same in such manner as it may
deem appropriate, including but not limited to settling such claim or litigation
after giving reasonable notice of the same to Seller (and the Executives) on
such terms as Purchaser may deem appropriate, and Seller and the Executives will
promptly reimburse Purchaser in accordance with the provisions of this Section,
provided that Purchaser provide Seller and the Executives with copies of all
pleadings and other material documents in connection with any such claim or
litigation and that Seller (and the Executives) is consulted about (albeit not
in control of) such litigation. Anything contained in this Section to the
contrary notwithstanding, (i) Seller and the Executives shall not be entitled to
assume the defense of any such claim or litigation if the Third Party Claim
seeks an order, injunction or other equitable relief against Purchaser which, if
successful, might materially interfere with, or adversely affect, the operation
by Purchaser or of Seller's Assets; and (ii) Purchaser may defend any Third
Party Claim to which Purchaser may have a defense or counterclaim which Seller
(or any Executive) is not entitled to assert to the extent necessary to assert
and maintain such defense or counterclaim provided that Purchaser provide Seller
or the Executives with copies of all pleadings and other material documents in
connection with any such claim or litigation and that Seller and the Executives
are consulted about (albeit not in control of) such litigation.
(c) Purchaser hereby agrees to indemnify and hold Seller and the
Shareholders harmless from, against and in respect of (and shall on demand
reimburse Seller for) any and all claims, loss, liability, damage, cost or
expense suffered or incurred by Seller by
-15-
<PAGE>
reason of (i) the failure of Purchaser to pay or discharge any of the Assumed
Liabilities as provided in Section 1(b) hereof, (ii) any third party claims or
actions arising out of Purchaser's actions in connection with this transaction,
or (iii) actions or claims arising out of failure by Purchaser (or the GeoDemX
Subsidiary) to perform any obligations under the Customers Agreements or
Transferred Agreements.
(d) In case of the assertion in writing of any Third Party Claim
or the commencement of any litigation asserting a Third Party Claim which may
give rise to any obligation of Purchaser to Seller under the provisions of this
Section, Seller shall have the rights, duties and obligations of Purchaser under
Section 14(a) and Purchaser shall have the right, duties and obligations of
Seller.
(e) The foregoing indemnities by Seller and/or the Executives
shall be limited by the following provision (which shall constitute liquidated
damages):
i) Any amounts of any indemnification to which Purchaser
may be entitled to receive from the Seller or any Executives shall be satisfied
only out of the Earn-Out Payments (if any) which are made, or which may (at a
future point in time) be made to the Executives, and Purchaser (or any person
who obtains any rights from Purchaser) shall not seek to obtain any amount of
indemnification from any other property, asset or right of such person; and
ii) Any claim for indemnification by Purchaser must be
made against the Seller and/or the Executives prior to December 31, 1996;
PROVIDED, HOWEVER, the foregoing limitations shall not apply to any claims,
damages or indemnification to which Purchaser may be entitled to obtain by
reason of a breach of the provision of Paragraph 5(a) and (d) hereof or
Paragraph 15 hereof.
15. BROKERS
Seller and the Executives, jointly and severally, covenant and warrant
to Purchaser that except for the agreement dated June 19, 1995 with Gobind
Sahney (attached as Exhibit L) who will be entitled to receive the compensation
set forth in the agreement, there was no broker or finder who acted for them in
connection with this Agreement or the transactions contemplated hereby and no
one is entitled to any brokerage commission finder's fee or similar commission,
fee or charge in respect thereof based in any way on agreements, arrangements or
understandings made by it or them.
16. NOTICES
Any and all notices or other communications required or permitted to
be given under any of the provisions of this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or mailed by
first class certified or registered mail, return receipt requested, or when sent
by nationally recognized overnight courier addressed to the parties at the
following addresses (or at such other address as any such person may specify by
notice to all other such persons given as aforesaid):
-16-
<PAGE>
If to Seller or the Executives, to:
GeoDemX Corporation
17117 Nine Mile Road
Southfield, Michigan 48075
Attn: Larry Brophy
Michael Raymond, Esq.
Lewis, White & Clay
1300 First National Building
Detroit, Michigan 48226
If to Purchaser, to:
American List Corporation
330 Old Country Road
Mineola, New York 11501
Attention: Martin Lerner, President
Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
Attention: Raymond S. Evans
17. MISCELLANEOUS
(a) This Agreement (together with the Annexes hereto)
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified, amended or terminated except by a written
agreement specifically referring to this Agreement signed by all of the parties
hereto.
(b) No waiver of any breach or default hereunder shall be
considered valid unless in writing and signed by the party given such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or similar nature.
(c) This Agreement may not be assigned by any party without the
prior written consent of all other parties, except that Purchaser may assign
this Agreement with Seller's consent, such consent not to be unreasonably
withheld, and upon the assumption of all of Purchaser's liabilities and
obligations hereunder shall thereupon by relieved of all liability hereunder.
This Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors, assigns and personal
representatives.
(d) The section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of said
sections.
-17-
<PAGE>
(e) Each party hereto shall cooperate, shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested by the other party hereto in order to carry out the provisions and
purposes of this Agreement.
(f) Seller will pay all sales, transfer and documentary taxes,
if any payable in connection with the sale, conveyances, assignments, transfers
and deliveries to be made to Purchaser hereunder.
(g) This Agreement may be executed in one or more counterparts,
all of which taken together shall be deemed one original.
(h) This Agreement and all amendments hereto shall
be governed by and construed and enforced in accordance with the laws of the
State of New York applicable to contracts made and to be performed therein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
AMERICAN LIST CORPORATION:
By: /s/ Martin Lerner
_____________________
GEODEMX CORPORATION
By: /s/ Larry Brophy
______________________
EXECUTIVES:
/s/ Larry Brophy
__________________________
Larry Brophy
/s/ Murray Davis
__________________________
Murray Davis
-18-
<PAGE>
ANNEX A
(SUMMARY OF ASSETS TO BE ACQUIRED)
<TABLE>
<S> <C> <C>
INVENTORY $ 2,591.75
FURNITURE & FIXTURES $7,390.55
OFFICE EQUIPMENT 8,115.65
COMPUTER EQUIPMENT 34,276.75
---------
SUB-TOTAL $49,782.95
LESS:
ACCUMULATED DEPRECIATION (30,707.02)
----------
TOTAL 19,075.93
CASH 1,365.69
PREPAID EXPENSES 4,156.80
DEPOSITS - RENT 2,272.00
--------
COMBINED TOTAL $29,462.17
</TABLE>
<PAGE>
ANNEX B
DESCRIPTION OF SOFTWARE PRODUCT
GEOWIZARD-REGISTERED TRADEMARK- Version 2.0 is the current version of the
Company's CD_ROM delivered, Windows-REGISTERED TRADEMARK- based focused
marketing software tool. GeoWizard is built with MapInfo-REGISTERED TRADEMARK-
and integrates the most accurate and complete maps, demographic data and
consumer lists in one easy-to-use product. GEOWIZARD VERSION 2.0 enables the
user to automatically create a demographic profile of their current clients,
locate the pockets of households in your market area that match that profile
and then obtain their names, addresses and phone numbers. Additionally, the
user may use GEOWIZARD to obtain the names, address and phone numbers of the
neighbors of their best customers.
All data including name address and telephone number lists are provided on CD-
ROM and are updated quarterly. Users may purchase updated databases for any
state or combination of states.
DEVELOPMENT AND DOCUMENTATION COSTS
Costs associated with the Development and Documentation of the GeoWizard
Software Product are:
GWZ Development Costs $ 73,432.00
GWZ Documentation Costs $ 10,780.00
GEOWIZARD USER MANUALS
User Manual for GeoWizard Version 1.10a currently exists. Manual for GeoWizard
Version 2.0 is in development.
<PAGE>
ANNEX C
(LIABILITIES)
<TABLE>
<S> <C> <C>
ACCOUNTS PAYABLE/SALES TAX DUE $133,032 (1)
OFFICERS WAGES PAYABLE/TAXES DUE
WAGES PAYABLE
LARRY BROPHY - $28,323
MURRAY DAVIS - (181)
-------
$28,142
TAXES DUE
LARRY BROPHY - $30,395
MURRAY DAVIS - 30,353
-------
$60,748
TOTAL $ 88,890
MISCELLANEOUS TAXES $ 17,006
NOTES PAYABLE
DAVID GONYOR $10,000
SHEILA RICHMOND 30,000
DENNIS MILLER 20,500
GEORGE RICHMOND 3,100
-------
TOTAL NOTES PAYABLE $ 63,600
--------
TOTAL ASSUMED LIABILITIES $302,528
<FN>
(1) AMOUNT TO BE REDUCED BY $25,000.00 CASH ADVANCED ON 6/19/95.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page: 1 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AFP001 01-12-95 14.97 14.97
American Family Publish
------------ ------------ ------------ ------------ ------------
AFP001 14.97 14.97
AMERICAN FAMILY PUBLIS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
AIR001 H1389275 43.00 43.00
Airborne Express H5406553 36.96 36.96
H7228524 57.98 57.98
800-722-0081 H9281381 84.92 84.92
8939470186 9.00 9.00
J2573756 65.44 65.44
J5259380 9.98 9.98
------------ ------------ ------------ ------------ ------------
AIR001 75.42 142.90 88.96 307.28
AIRBORNE EXPRESS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
AME001 0604 1,448.09 1,448.09
American Express Compa
800-492-3344
------------ ------------ ------------ ------------ ------------
AME001 1,448.09 1,448.09
AMERICAN EXPRESS COMP
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
AME003 15388 765.00 765.00
American.dbf 15390 402.50 402.50
Chuck Ellis 782-1700
800-554-9807
------------ ------------ ------------ ------------ ------------
AME003 1,167.50 1,167.50
AMERICAN.DBF
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
AME004 051995 446.73 446.73
Ameritech
------------ ------------ ------------ ------------ ------------
AME004 446.73 446.73
AMERITECH
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
ASI002 w/e10/21 620.00 620.00
Alternative Staff, Inc. w/e1030 620.00 620.00
Jean 3542 581.25 581.25
810 589-3830 3555 418.50 418.50
------------ ------------ ------------ ------------ ------------
ASI002 2,239.75 2,239.75
ALTERNATIVE STAFF, INC.
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
BAM001 950402 4,147.50 4,147.50
Bamberg-Handley, Inc
407-898-1701
------------ ------------ ------------ ------------ ------------
BAM001 4,147.50 4,147.50
<PAGE>
Page: 2 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BAMBERG-HANDLEY, INC
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
BCN001 044000323540 604.39 604.39
Blue Care Network
------------ ------------ ------------ ------------ ------------
BCN001 604.39 604.39
BLUE CARE NETWORK
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
BLU001 21825 500.00 500.00
Blue Water Visual Service
313 356-4399
------------ ------------ ------------ ------------ ------------
BLU001 500.00 500.00
BLUE WATER VISUAL SERVI
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
CDP001 00475919 137.86 137.86
CDP Imaging Systems
Copy Duplicating Sfd
313-353-6460
------------ ------------ ------------ ------------ ------------
CDP001 137.86 137.86
CDP IMAGING SYSTEMS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
CLA001 2/10/95 148970 15,000.00 15,000.00
Claritas, Inc.
607-2575757
------------ ------------ ------------ ------------ ------------
CLA001 15,000.00 15,000.00
CLARITAS, INC.
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
COL001 00018 1,160.00 1,160.00
Collins Communications 00019 1,200.00 1,200.00
Ginny Collins
810-542-3633
------------ ------------ ------------ ------------ ------------
COL001 2,360.00 2,360.00
COLLINS COMMUNICATIONS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
DAT001 80575 1,299.50 1,299.50
Database American List Se
------------ ------------ ------------ ------------ ------------
DAT001 1,299.50 1,299.50
DATABASE AMERICAN LIST S
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
DET002 51551391460 192.15 192.15
Detroit Newspapers
313-223-4000 billing
<PAGE>
Page: 3 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------ ------------ ------------ ------------ ------------
DET002 192.15 192.15
DETROIT NEWSPAPERS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
EWB001 10026 257.95 257.95
EWB
619-930-0440
------------ ------------ ------------ ------------ ------------
EWB001 257.95 257.95
EWB
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
FED001 5-517-04424 15.50 15.50
Federal Express
------------ ------------ ------------ ------------ ------------
FED001 15.50 15.50
FEDERAL EXPRESS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
FRA002 494 Prepaid -773.95 -773.95
Harrington, Franklin & La
Sandy Franklin (atty
810-952-1980
------------ ------------ ------------ ------------ ------------
FRA002 -773.95 -773.95
HARRINGTON, FRANKLIN &
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
FRA003 F6 3,240.00 3,240.00
Franklin Bank, Lease F7 3,240.00 3,240.00
Late Fee 226.80 226.80
F8 3,240.00 3,240.00
------------ ------------ ------------ ------------ ------------
FRA003 6,706.80 3,240.00 9,946.80
FRANKLIN BANK, LEASE
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
GIS001 GIB-0100 1,800.00 1,800.00
GIS World, Inc.
3032234848
------------ ------------ ------------ ------------ ------------
GIS001 1,800.00 1,800.00
GIS WORLD, INC.
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
HEA002 50205 2,270.00 2,270.00
Healthdemographics 50304 1,700.00 1,700.00
619-581-3400
------------ ------------ ------------ ------------ ------------
HEA002 1,700.00 2,270.00 3,970.00
HEALTHDEMOGRAPHICS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
HOH001 April 322.50 322.50
Luke Hohlman June- 322.50 322.50
<PAGE>
Page: 4 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
July- 322.50 322.50
800-223-1171 August 322.50 322.50
Sept. 322.50 322.50
Oct 322.50 322.50
NOV 322.50 322.50
Final Pmt 322.50 322.50
------------ ------------ ------------ ------------ ------------
HOH001 2,580.00 2,580.00
LUKE HOHMANN
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
IDT001 GWZ Rights Purch 7,610.00 7,610.00
Integrated Data Technolo Reinstate new due 11,195.00 11,195.00
Steve Washburn
(810) 569-6656
------------ ------------ ------------ ------------ ------------
IDT001 7,610.00 11,195.00 18,805.00
INTEGRATED DATA TECHNOL
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
IDT002 Royalties 800.00 800.00
Integrated Data Technolo
Steve Washburn
810-569-6656
------------ ------------ ------------ ------------ ------------
IDT002 800.00 800.00
INTEGRATED DATA TECHNOL
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
INCTAX 941 Penalty 525.04 525.04
Internal Revenue Service
------------ ------------ ------------ ------------ ------------
INCTAX 525.04 525.04
INTERNAL REVENUE SERVICE
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
INF001 L9749 577.36 577.36
InfoBase Royalties 25,000.00 25,000.00
Clif Causey
501-336-3600
------------ ------------ ------------ ------------ ------------
INF001 25,000.00 577.36 25,577.36
INFOBASE
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
ING001 40-48571-11 3,406.00 3,406.00
Ingram Micro 40-02120-11 127.65 127.65
Cheryl Carmer 403049311 95.90 95.90
716-633-3600 40-78062-11 187.75 187.75
40-48571-12 555.00 555.00
40-53293-21 47.50 47.80
------------ ------------ ------------ ------------ ------------
ING001 790.55 95.90 3,533.65 4,420.10
INGRAM MICRO
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
KON001 97480 531.42 531.42
Konvisser Custom Softwa 35.00 7.45 7.45
810-682-0717
------------ ------------ ------------ ------------ ------------
<PAGE>
Page: 5 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KON001 538.87 538.87
KONVISSER CUSTOM SOFTW
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
LDDS001 25900353322 114.13 114.13
LDDS Communications
------------ ------------ ------------ ------------ ------------
LDDS001 114.13 114.13
LDDS COMMUNICATIONS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
LDDSCON 20349 66.00 66.00
LDDS Communications
Conference Calls
1-800-226-6200
------------ ------------ ------------ ------------ ------------
LDDSCON 66.00 66.00
LDDS COMMUNICATIONS
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
LEW001 539 Prepaid -1,656.80 -1,656.80
Lewis, White & Clay 540 Prepaid -2,500.00 -2,500.00
Michael T. Raymond
313-961-2550
------------ ------------ ------------ ------------ ------------
LEW001 -4,156.80 -4,156.80
LEWIS, WHITE & CLAY
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
MAI001 46402 491.00 491.00
Mailer's Software 47954 491.00 491.00
49674 491.00 491.00
714-492-7000
------------ ------------ ------------ ------------ ------------
MAI001 491.00 491.00 491.00 491.00
MAILER'S SOFTWARE
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
MAP001 0077603-IN 1,812.20 1,812.20
MapInfo Corp 0077633-IN 726.10 726.10
Steve Kresl 0077699-IN 8,371.10 8,371.10
800-627-4968 0078005-IN 784.00 784.00
0077998-IN 175.00 175.00
0078093-IN 792.00 792.00
0950242-CM -517.00 -517.00
0079719-IN 2,257.00 2,257.00
0079969-IN 726.10 726.10
0080359-IN 546.00 546.00
950390R-CM -1,500.00 -1,500.00
Overpmt Cor 5.00 5.00
0080944-IN 149.00 149.00
0081239-IN 1,137.00 1,137.00
9504370-CM -1,527.45 -1,527.45
0081576-IN 7,022.40 7,022.40
0081755-IN 156.00 156.00
0081744-IN 841.00 841.00
0081763-IN 975.10 975.10
Feb0019-FC 399.88 399.88
Mar0099-FC 246.03 246.03
Apr0185-FC 249.39 249.39
0082248-IN 841.00 841.00
0082264-IN 64.00 64.00
0082678-IN 484.00 484.00
<PAGE>
Page: 6 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
0079687-IN 37.00 37.00
May0038-FC 190.31 190.31
------------ ------------ ------------ ------------ ------------
MAP001 4,046.83 6,785.95 2,066.10 12,543.28 25,442.16
MAPINFO CORP
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
MET001 4415518 4/15-5/15 490.84 490.84
Metromedia Communicati
4277410/4414533 Acct
------------ ------------ ------------ ------------ ------------
MET001 490.84 490.84
METROMEDIA COMMUNICA
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
MIL001 302755 300.00 300.00
Miller, Canfield, Paddock
313-963-6420
------------ ------------ ------------ ------------ ------------
MIL001 300.00 300.00
MILLER, CANFIELD, PADDOC
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
NOR001 N19 2,204.17 2,204.17
Northpark Plaza N20 2,204.17 2,204.17
Connie or Sherry
(313)557-2210
------------ ------------ ------------ ------------ ------------
NOR001 4,408.34 4,408.34
NORTHPARK PLAZA
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
OFD001 Fin/Late Cg 18.01 18.01
Office Depot Credit Plan MS05/17/95 176.95 176.95
------------ ------------ ------------ ------------ ------------
OFD001 176.95 18.01 194.96
OFFICE DEPOT CREDIT PLAN
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
OFF001 Mo Sum 01/13 229.71 229.71
OfficeMax FIN CH 5/11/95 4.02 4.02
(800) 767-1293
------------ ------------ ------------ ------------ ------------
OFF001 4.02 229.71 233.73
OFFICEMAX
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
PCM001 050995 79.97 79.97
PC Magazine
------------ ------------ ------------ ------------ ------------
PCM001 79.97 79.97
PC MAGAZINE
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
<PAGE>
Page: 7 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER001 021875 1,500.00 1,500.00
Peripheral Technology Gr
David Madson
612-942-7474
------------ ------------ ------------ ------------ ------------
PER001 1,500.00 1,500.00
PERIPHERAL TECHNOLOGY
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
PET002 EXCHANGE FOR -488.05 -488.05
Peterson, Williams & Bize 5 HRS LABOR
Tom O'Brien CREDIT
313-995-5000
------------ ------------ ------------ ------------ ------------
PET002 -488.05 -488.05
PETERSON, WILLIAMS & BI
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
PIT001 393041 62.81 62.81
Pitney-Bowes
800-233-2580
------------ ------------ ------------ ------------ ------------
PIT001 62.81 62.81
PITNEY-BOWES
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
RIC002 NP Int Due 3,562.50 3,562.50
Sheila Richmond
810-777-3117
------------ ------------ ------------ ------------ ------------
RIC002 3,562.50 3,562.50
SHEILA RICHMOND
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
SAN001 600498 71.23 71.23
Sanders Printing
810-332-7300
------------ ------------ ------------ ------------ ------------
SAN001 71.23 71.23
SANDERS PRINTING
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
SKY001 11/30-12/21 335.29 335.29
Skyline Club (D0060 022195 20.00 20.00
Cr Memo -230.00 -230.00
810-350-9898
------------ ------------ ------------ ------------ ------------
SKY001 -230.00 355.29 125.29
SKYLINE CLUB (D006
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
TAX001 H627627 Penalty 47.92 47.92
Michigan Dept of Teasur 0608 325.36 325.36
------------ ------------ ------------ ------------ ------------
TAX001 373.28 373.28
MICHIGAN DEPT OF TEASU
VENDOR TOTAL
<PAGE>
Page: 8 of 8
GEODEMX CORPORATION
Aged Payables
As of Jun 30, 1995
Filter Criteria includes: Report order is by ID. Report is printed in Detail Format.
- ------------------------------------------------------------------------------------------------------------------------------------
VENDOR ID INVOICE NO 0-30 31-60 61-90 OVER 90 DAYS AMOUNT DUE
VENDOR
CONTACT
TELEPHONE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------ ------------ ------------ ------------ ------------
UPS001 0000517E83-215 118.24 118.24
United Parcel Services
------------ ------------ ------------ ------------ ------------
UPS001 118.24 118.24
UNITED PARCEL SERVICES
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
VER001 1244 -5.00 -5.00
Veritech, Inc.
Nick Salla
215-566-7122
------------ ------------ ------------ ------------ ------------
VER001 -5.00 -5.00
VERITECH, INC.
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
VIS002 05/04 DMAD 38.00 38.00
Bank of America Visa (Ly
------------ ------------ ------------ ------------ ------------
VIS002 38.00 38.00
BANK OF AMERICA VISA (L
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
WOG001 12/16-12/20 225.00 225.00
Robert A Wogan, CPA 02/28/95 225.00 225.00
Bob Wogan May 150.00 150.00
------------ ------------ ------------ ------------ ------------
WOG001 150.00 225.00 225.00 600.00
ROBERT A WOGAN, CPA
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
YMI001 4523 99.00 99.00
Young Minds Inc.
909-335-1350
------------ ------------ ------------ ------------ ------------
YMI001 99.00 99.00
YOUNG MINDS INC.
VENDOR TOTAL
------------ ------------ ------------ ------------ ------------
REPORT TOTAL 58,181.52 22,998.29 23,151.91 28,700.50 133,032.22
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
<PAGE>
ANNEX D
SALES CONTRACTS & CUSTOMER AGREEMENTS
<TABLE>
<CAPTION>
SALES INVOICED AWAITING PAYMENT AMOUNT
<S> <C>
U.S. STRUCTURES $ 4,694.00
AMERICA.DBF 651.00
AUTOTOTE LOTTERY CORP. 1,155.75
THOMPSON ASSOCIATES 107.06
AMERITECH 1,397.72
HEALY CORPORATE SOLUTIONS 210.94
JACOM COMPUTER SERVICES 699.60
QUANTUM MANAGEMENT GROUP 655.55
STEVE COOK 2,500.00
----------
TOTAL $ 12,071.62
SALES ORDERED BUT NOT INVOICED
WAYNE STATE UNIVERSITY $ 892.50
DAY-TIMERS 667.50
CHRYSLER CORP. 4,745.00
-----------
TOTAL $ 6,305.00
TOTAL INVOICED SALES $ 12,071.62
TOTAL UNINVOICED SALES $ 6,305.00
TOTAL INVOICED & NON INVOICED SALES $ 18,376.62
</TABLE>
<PAGE>
ANNEX E
INSURANCE POLICIES & LEASES
TITLE LESSOR DESCRIPTION
AGENCY
HEALTH INSURANCE BLUE CARE NETWORK MEDICAL INSURANCE
WORKER'S COMPENSATION ROYAL UNDERWRITERS ANNUALLY THRU 11/7/95
BUSINESS INSURANCE POLICY ROYAL UNDERWRITERS ANNUALLY THRU 12/5/95
COMPUTER EQUIPMENT LEASE FRANKLIN BANK COMPUTER EQUIPMENT
OFFICE LEASE NORTH PARK PLAZA SUITE RENTAL
LICENSING RIGHTS CD-ROM, INC. CDR COMPRESSION
AMERICA.DBF OEM STREET FILE
AGREEMENT
<PAGE>
ANNEX E
(TRANSFERRED AGREEMENTS)
Unless otherwise noted, Seller has received either oral or written consent
from the following third parties to the transfer of the Agreements set forth
below to the GeoDemX Subsidiary:
1 Authorized Value Added Reseller Agreement between Mapping Information
Corporation and GeoDemX Corporation dated August, 1993. THIS AGREEMENT
WILL BE TERMINATED ON OR ABOUT THE CLOSING DATE. Mapping Information
Systems Corporation has agreed to enter into a new agreement following the
Closing with the GeoDemX Subsidiary.
2. Letter to Larry Brophy from Mailer's Software dated January 20, 1994.
3. Mapping Information Systems Corporation Authorized Developer/Reseller
Agreement for United States and Canadian Developers dated August 11, 1993.
THIS AGREEMENT WILL BE TERMINATED ON OR ABOUT THE CLOSING DATE. Mapping
Information Systems Corporation has agreed to enter into a new agreement
following the Closing with the GeoDemX Subsidiary.
4. Contract between Luke Hohmann and GeoDemX Corporation dated December, 1993.
5. FTD Project: Joint Development and Marketing Agreement between GeoDemX
Corporation and Healy Corporate Solutions, Inc. dated September 26, 1994.
6. Agreement by and between Hogg Robinson of Minnesota, Inc. d/b/a Hogg
Robinson Marketing Services and GeoDemX Corporation dated January 31, 1995.
7. Lease Agreement between Midwest Leasing Group and GeoDemX dated May 11,
1994.
8. Consulting Services Agreement between Collins Communications and GeoDemx
dated April 2, 1994.
9. Promissory Note between GeoDemX Corporation and Compu-Ease, Inc d/b/a the
L.E.A.D. Group dated January 1, 1993.
10. Letter to L.E.A.D. Group from Larry Brophy regarding Payment in Full.
11. Promissory Note between GeoDemx Corporation and George Richmond dated
April 22, 1995.
12. Promissory Note between GeoDemX Corporation and Sheila D. Richmond dated
September 30, 1994, and related Letter Agreement dated May 29, 1995.
13. Short Term Loan to GeoDemX Corporation between Dennis K. Miller and GeoDemX
Corporation dated June 20, 1995.
14. Proposal for Marketing Services between GeoDemx Corporation and Tom Kippola
Consulting dated October, 1994.
15. GeoWizard Rights Purchase Agreement by and between GeoDemX Corporation and
Larry Brophy and Integrated Data Technologies dated October 25, 1994.
16. Amended and Restated GeoWizard Rights Purchase Agreement by and between
GeoDemX Corporation, IDT and Stephen Washburn.
17. Engagement between GeoDemX Corporation and Medipro dated November 7, 1994.
18. License Agreement between Claritas Inc. and GeoDemX Corporation dated
February 23, 1994.
19. Demobase License Agreement between Donnelley Marketing, Inc. and GeoDemX
Corporation dated June 1, 1995.
20. InfoBase/GeoDemX Relationship Agreement dated March 7, 1994.
21. Letter to Infobase from Larry Brophy regarding monetary obligations.
22. Software License Agreement between CD-ROM Technologies, Inc. and GeoDemX
Corporation dated March 29, 1994 (expires on March 29, 1995).
23. Letter from GeoDemX Corporation to Gobind Sahney regarding financial
agreement dated March 30, 1995.
<PAGE>
DIRECTORY ANNEX F CUSTOMER LIST
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
AAA Michigan
David Hatch
(313)462-7297 SEC:
17380 N. Laurel Park Dr.
Livonia Livonia
MI MI
48152
- --------------------------------------------------------------------------------
AAA Michigan
Kathy Moore
(313)462-7287 SEC: Tanya (- )-
17380 Laurel Park Dr North
Livonia Livonia
MI MI
48152
- --------------------------------------------------------------------------------
Accucall
Steve Glaser
(201)891-3799 SEC:
60 Lawlins Park
Wyckoff Wyckoff
NJ NJ
07481
- --------------------------------------------------------------------------------
Acculogic, Inc.
David E. Bavis
(513)677-0556 SEC: (513)820-6277
201 Grandin Rd. PO Box 337
Maineville Maineville
OH OH
45039-033
- --------------------------------------------------------------------------------
Akzo - Nobel
Karen Marshall
(810)637-5227 SEC:
1845 Maxwell St.
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
6/16/95 Page: 1
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Allnet Communications
Dale Thomas
(810)433-4126 SEC:
30300 Telegraph Rd
Bingham Farms Bingham Farms
MI MI
48025
- --------------------------------------------------------------------------------
Allstate Insurance Co.
Andrew Agbay
(810)351-7078 SEC:
100 Galleria Office Centre Suite 300
Southfield Southfield
MI MI
48034
- --------------------------------------------------------------------------------
Alpha Information Systems
Sydney Lutz
(313)961-3030 SEC:
400 Monroe Street Suite 470
Detroit Detroit
MI MI
48226
- --------------------------------------------------------------------------------
Ameritech/Michigan
Joe Hymes
(313)223-8507 SEC:
1365 Cass Room 708
Detroit
Detroit
MI MI
48226
- --------------------------------------------------------------------------------
Archetype
Ron Thomas
(313)665-1180 SEC: (- )-
518 E. Washington
Ann Arbor Ann Arbor
MI MI
48104
6/16/95 Page: 2
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Auto-Owners Insurance
Jonathan D. Williams
(517)323-1432 SEC: SHIP TO:'PC SERVI ( ) -
P.O. Box 30660 6101 Anacapri Blvd
Lansing Lansing
MI MI
48909
- --------------------------------------------------------------------------------
Autotote Lottery Corporation
Beryl Flynn
(410)998-0849 SEC: (410)998-0800
11435 Cronhill Drive
Owings Mills Owings Mills
MD MD
21117
- --------------------------------------------------------------------------------
Budco Integrated Mktg. Services
John Galleher
(313)225-5155 SEC:
13131 Lyndon
Detroit Detroit
MI MI
48227
- --------------------------------------------------------------------------------
Burnett Direct
Brian Allen
(810)932-7100 SEC:
31700 W. 13 Mile Suite 101
Farmington Hills Farmington Hills
MI MI
48334-217
- --------------------------------------------------------------------------------
Burnett Direct
Theodore R. Kelter, III
(810)932-7100 SEC:
31700 W. 13 Mile Suite 101
Farmington Hills Farmington Hills
MI MI
48334-217
- --------------------------------------------------------------------------------
6/16/95 Page: 3
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
C & J Clark America, Inc.
Richard Scheerer
(215)444-6550 SEC:
520 South Broad St.
Kennett Square Kennett Square
PA PA
19348
- --------------------------------------------------------------------------------
Cable Systems Survey Company
Tom Tatro
(616)781-3455 SEC:
P.O. Box 824
Marshall Marshall
MI MI
49068
- --------------------------------------------------------------------------------
Canton Township
Brad Thompson
(313)397-5427 SEC: Police -- MJ (1-3)7-5336
1150 Canton Center Rd.
Canton Canton
MI MI
48187
- --------------------------------------------------------------------------------
Capitol American Insurance Company
Ms. Audrey Weber
(216)696-6400 SEC: (800)541-2254
1001 Lakeside Avenue
Cleveland Cleveland
OH OH
44114
- --------------------------------------------------------------------------------
Charter Twp of West Bloomfield
Randy Cauffiel
(313)682-1200 SEC: (- )-
P.O. Box 5420
West Bloomfield West Bloomfield
MI MI
48033
- --------------------------------------------------------------------------------
6/16/95 Page: 4
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Chrysler Corporation
Dan Meyers
(810)758-8209 SEC:
25999 Lawrence Ave. CIMS 424-44-53
Centerline Centerline
MI MI
48015
- --------------------------------------------------------------------------------
Chrysler Corporation
Gary Havens
(313)956-5386 SEC: (- )-
12000 Chrysler Dr CIMS 414-01-15
Highland Park Highland Park
MI MI
48288-085
- --------------------------------------------------------------------------------
Citizens Insurance Company
Tony Kemnick
(517)546-2160 SEC:
645 West Grand River
Howell Howell
MI MI
48843
- --------------------------------------------------------------------------------
Coca Cola
Vincent Lubsey
(404)676-7294 SEC:
Atlanta Atlanta
GA GA
- --------------------------------------------------------------------------------
Coca Cola
Bryan Wilber
(404)676-5833 SEC:
PO Drawer 1734
Atlanta Atlanta
GA GA
30301
- --------------------------------------------------------------------------------
6/16/95 Page: 5
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Cody Olson, Inc.
Phillip Cody
(810)948-1900 SEC:
29355 Northwestern
Southfield Southfield
MI MI
48334
- --------------------------------------------------------------------------------
Comerica, Inc.
Ron Dombrowski
(313)222-4080 SEC: (- )-
211 W. Fort St P.O. Box 75000
Detroit Detroit
MI MI
48275-347
- --------------------------------------------------------------------------------
Consumer Market Analysts
Mark Entenman
(810)614-8404 SEC:
800 Kirts
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
Cruise Network, Inc.
Donald Davis
(408)998-3008 SEC: (408)287-5663
1210 S. Bascom Ave. Suite 128
San Jose San Jose
CA CA
95128
- --------------------------------------------------------------------------------
CSX Transportation Co.
Doug Kee
(313)464-4921 SEC:
12780 Levan Rd
Livonia Livonia
MI MI
48050
- --------------------------------------------------------------------------------
6/16195 Page: 6
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Deharder Investment Corporation
Rhonda Frank
(407)779-0622 SEC: (407)779-0268
P.O. Box 372667
Satellite Beach Satellite Beach
FL FL
32937
- --------------------------------------------------------------------------------
Delivery Concepts, Inc.
Fred Stewart
(404)552-1424 SEC: (404)552-1424
2658 Holcomb Bridge Rd Suite 110
Alpharetta Alpharetta
GA GA
30201
- --------------------------------------------------------------------------------
Detroit Medical Center
Marty Cerier
(313)745-5093 SEC:
4201 St. Antoine
Detroit Detroit
MI MI
48201
- --------------------------------------------------------------------------------
Detroit Newspapers
Joe Agosta
(313)222-5106 SEC: (313)222-6400
615 W. Lafayette
Detroit Detroit
MI MI
48231
- --------------------------------------------------------------------------------
Dirks VanEssen & Associates
Owen VanEssen
(313)646-4230 SEC:
185 Oakland Blvd.
Birmingham Birmingham
MI MI
48009
- --------------------------------------------------------------------------------
6/16/95 Page: 7
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Dow Chemical Company
Leona Flores
(517)636-0720 SEC: (- )-
Plastics Dept. 2040 Willard H. Dow
Center
Midland Midland
MI MI
48674
- --------------------------------------------------------------------------------
Downriver Community Conference
Paula Boase
(313)281-0700 SEC:
15100 Northline Road
Southgate Southgate
MI MI
48195
- --------------------------------------------------------------------------------
Durakon Industries
Elizabeth Hartsig
(810)664-0850 SEC: Andrea
2101 N. Lapeer Road
Lapeer Lapeer
MI MI
48446
- --------------------------------------------------------------------------------
E & A Credit Union
Mike Hanes
(313)364-5030 SEC:
1919 Gratiot Blvd P.O. Box 336
Marysville Marysville
MI MI
48040
- --------------------------------------------------------------------------------
Edwards and Drew
Art Cole
(313)995-5003 SEC: (- )-
7270 Warren Rd
Ann Arbor Ann Arbor
MI MI
48105
- --------------------------------------------------------------------------------
6/16/95 Page: 8
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Emerald Health Network
Pat Schlund
(216)479-2030 SEC:
16th Floor, Diamond Building 1100 Superior
Cleveland Cleveland
OH OH
44114
- --------------------------------------------------------------------------------
First Commercial Realty & Developme
Larry Osiecki
(810)352-5000 SEC:
29500 Telegraph Rd., Suite 110
Southfield Southfield
MI MI
48034
- --------------------------------------------------------------------------------
First National Financial
Ken Chupinsky
(810)649-5100 SEC: Stephanie Gross
1475 W. Big Beaver Rd. Suite 300
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
First of America Bank
Rick Kuhn
(810)691-3515 SEC: Stephanie (616)376-6996
400 W 4th St
Royal Oak Royal Oak
MI MI
48067
- --------------------------------------------------------------------------------
Foremost Insurance Co.
Jerry Tamburello
(616)956-8400 SEC:
P.O. Box 2450
Grand Rapids Grand Rapids
MI MI
49501-245
- --------------------------------------------------------------------------------
6/16/95 Page: 9
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
FTD - Floral Network Division
Jay Kurtzman
(708)719-7906 SEC: Brenda
3113 Woodcreek Drive
Downers Grove Downers Grove
IL IL
60515
- --------------------------------------------------------------------------------
Glaxo, Inc.
Kevin Geraghty
(919)248-2320 SEC:
5 Moore Drive
Research Triangel Park Research Triangel
NC Park
27709 NC
- --------------------------------------------------------------------------------
Harlem Furniture Company
Mike Lombardo
(708)617-4700 SEC:
5957 Butterfield Road
Hillside Hillside
IL IL
60162
- --------------------------------------------------------------------------------
Healy Corporate Solutions, Inc
John Healy
(810)559-6680 SEC: Randy - wife, Char (800)312-2171
16000 W. Nine Mile Rd Suite 410
Southfield Southfield
MI MI
48075
- --------------------------------------------------------------------------------
Hillman Fastener, Inc.
Dan Hoff
(800)800-4900 SEC:
10590 Hamilton Ave. P.O. Box 31012
Cincinnati Cincinnati
OH OH
45231-001
- --------------------------------------------------------------------------------
6/16/95 Page: 10
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Hiram Walker & Sons
Mark Martin
(313)965-6611 SEC:
P.O. Box 33006
Detroit Detroit
MI MI
48232-300
- --------------------------------------------------------------------------------
Information Research Ideas & Services
Steve Havens
(517)851-8608 SEC:
P.O. Box 281
Stockbridge Stockbridge
MI MI
49285
- --------------------------------------------------------------------------------
ITT Educational Services, Inc.
Glenn Tanner
(317)594-9499 SEC:
5975 Castle Creek Parkway, N. Dr. P.O. Box 50466
Indianapolis Indianapolis
IN IN
46250-046
- --------------------------------------------------------------------------------
Johnson Controls, Inc.
Jeffrey Steiner
(313)454-5932 SEC:
49200 Halyard Drive
Plymouth Plymouth
MI MI
48170
- --------------------------------------------------------------------------------
Kawasaki Corporation
Mark Gruetzmacher
(616)954-3025 SEC:
5080 - 36th Street SE
Grand Rapids Grand Rapids
MI MI
49512
- --------------------------------------------------------------------------------
6/16/95 Page: 11
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Kelly Services
Ed Figura
(313)244-4699 SEC: (-24)-4674
999 West Big Beaver
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
Kelly Services
Jeffrey Sovel
(810)244-5141 SEC: (- )-
999 W. Big Beaver
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
Kroger Co., The
Tom Frank
(313)462-6842 SEC:
PO Box 4444 17197 Laurel Park
Dr. N
Livonia Livonia
MI MI
48151-308
- --------------------------------------------------------------------------------
Lintas Marketing Communications
Jack Baenziger
(313)558-3210 SEC: (313)575-9400
30400 Van Dyke Rd
Warren Warren
MI MI
48093
- --------------------------------------------------------------------------------
Logicorp
Cloyd Lesley
(810)737-8357 SEC: (810)737-8340
7125 Orchard Lake Rd Suite Hills
West Bloomfield West Bloomfield
MI MI
48322
- -------------------------------------------------------------------------------
6/16/95 Page: 12
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
M & 0 Marketing
Tim Otto
(313)274-7003 SEC: (- )-
2841 Monroe
Dearborn Dearborn
MI MI
48050
- --------------------------------------------------------------------------------
M-Care
Iva Stewart
(313)747-7425 SEC:
3601 Plymouth Road
Ann Arbor Ann Arbor
MI Mi
48105-265
- --------------------------------------------------------------------------------
Martin Appraisal, Inc.
John Rutter
(419)241-4998 SEC:
328 North Erie Street
Toledo Toledo
OH OH
43624
- --------------------------------------------------------------------------------
MEDNA
Ms. Kathleen Johnson
(517)332-7679 SEC:
1350 Kendale Blvd.
East Lansing East Lansing
MI MI
49826
- --------------------------------------------------------------------------------
Merillat Industries, Inc.
Tim Manwaring
(517)263-0771 SEC: (- )-
P.O. Box 1946
Adrian Adrian
MI MI
49221
- --------------------------------------------------------------------------------
6/16/95 Page: 13
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Merillat Industries, Inc.
Amy Weber
(517)263-0771 SEC:
5353 West US 223
Adrian Adrian
MI MI
49221
- --------------------------------------------------------------------------------
MESSA
LouAnn Loomis
(517)332-2581 SEC: (- )-
1480 Kendale Blvd P.O. Box 2560
East Lansing East Lansing
MI MI
48826
- --------------------------------------------------------------------------------
Met Life
Anthony Hodge
(212)468-2242 SEC:
640 - 5th Av 9th Floor
New York New York
NY NY
10019
- --------------------------------------------------------------------------------
MichCon Gas
Rick Adomitis
(313)577-7184 SEC: (- )-
Distribution Nobel 2 3200 Hudson
Detroit Detroit
MI MI
48201
- --------------------------------------------------------------------------------
Michigan Bell Drafting Services
Philip J Sedlock
(313)223-8507 SEC:
1365 Cass Ave Room 708
Detroit Detroit
MI MI
48226
- --------------------------------------------------------------------------------
6/16/95 Page: 14
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Michigan Consolidated Gas
Jerry Wenzel
(313)577-7208 SEC: Mary DuBono 577-72
Corrosion Control Dept. 3200 Hobson, Annex A
Detroit Detroit
MI MI
48201
- --------------------------------------------------------------------------------
Michigan Emergency Patrol, Inc.
Stephen C. Ernst
(313)972-2825 SEC: (313)544-2796
Suite 1715 - Fisher Bldg 30111 W. Grand Blvd
Detroit Detroit
MI MI
48202
- --------------------------------------------------------------------------------
Midland County
Kevin Beeson
(517)832-6790 SEC: (- )-
220 W. Ellesworth
Midland Midland
MI MI
48640-519
- --------------------------------------------------------------------------------
Miles Homes, Inc.
Paul Barford
(203)271-0011 SEC:
20 Reslty Drive P.O. Box 306
Cheshire Cheshire
CT CT
06410
- --------------------------------------------------------------------------------
Molly Maid, Inc.
David McKinnon
(313)996-1555 SEC: Debbie (313)971-9779
540 Avis Drive Suite B
Ann Arbor Ann Arbor
MI MI
48108
- --------------------------------------------------------------------------------
6/16/95 Page: 15
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
NBD - Retail Delivery Systems
Keith Nabozny
(313)828-2581 SEC:
900 Tower Drive Suite 600
Troy Troy
MI MI
48098
- --------------------------------------------------------------------------------
NBD Bank
Jon McCloskey
(313)225-3911 SEC: (313)225-3100
Cash Management Department 611 Woodward Ave
Detroit Detroit
MI MI
48226
- --------------------------------------------------------------------------------
Number Crunchers
Judith Goetz
(313)375-2834 SEC: (- )-
1809 Northcomberland
Rochester Hills Rochester Hills
MI MI
48309
- -------------------------------------------------------------------------------
Oakland Co.--Comptr Svcs Div.
Joseph P. Maletta, Jr.
(313)858-0728 SEC: (- )-
1025 N. Telegraph Rd.
Pontiac Pontiac
MI MI
48053
- --------------------------------------------------------------------------------
Pathfinders GeoEconomics
Thomas Conroy
(313)928-0546 SEC: (- )-
10030 Sterling
Allen Park Allen Park
MI MI
48101
- --------------------------------------------------------------------------------
6/16/95 Page: 16
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Pulte Home Corporation
Timothy L. Clayson
(313)433-4527 SEC:
33 Bloomfield Hills Parkway Suite 200
Bloomfield Hills Bloomfield Hills
MI MI
48013
- --------------------------------------------------------------------------------
R.S.G.C. Computer Services
Roy Guralnick
(313)769-7494 SEC: (313)769-7494
2835 Sequoia
Ann Arbor Ann Arbor
MI MI
48103
- --------------------------------------------------------------------------------
Rent-A-Wreck
William Rueter
(310)641-4000 SEC: Dee (800)348-4966
6053 Century Blvd Suite 550
Los Angeles Los Angeles
CA CA
90045
- --------------------------------------------------------------------------------
Retail Detail
Doug Wright
(313)540-8150 SEC:
132 N. Woodward Av.
Birmingham Birmingham
MI MI
48009
- --------------------------------------------------------------------------------
Road Commission of Oakland Co.
Winston Myrie
(810)858-4830 SEC: (- )-
2420 Pontiac Lake Rd
Waterford Waterford
MI MI
48328
- --------------------------------------------------------------------------------
6/16/95 Page: 17
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Ryder Automobile Carrier Division
Steve Worman
(313)952-2000 SEC:
1450 W. Long Lake Road
Troy Troy
MI MI
48098
- --------------------------------------------------------------------------------
Southeast Software Technologies
Steve Ilari
(502)636-0722 SEC: (502)582-3311
2920-C Brownsboro Rd P.O. Box 3923
Louisville Louisville
KY KY
40201-392
- --------------------------------------------------------------------------------
Specialized Pharmacy Services
Bill Zimmer
(313)525-3477 SEC: (313)442-3310
33510 Schoolcraft
Livonia Livonia
MI MI
48150
- --------------------------------------------------------------------------------
Standard Federal Bank
Carol Katterson
(810)637-2611 SEC: (- )-
2600 W. Big Beaver Rd
Troy Troy
MI MI
48084
- --------------------------------------------------------------------------------
Stark & Company
Randall D. Odom
(810)851-5700 SEC: (- )-
30301 Northwestern Hwy
Farmington Hills Farmington
MI MI
48334
- --------------------------------------------------------------------------------
6/16/95 Page: 18
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Stroh Brewing
Ed Prill
(313)446-2204 SEC: (- )-
300 River Place
Detroit Detroit
MI MI
48207
- --------------------------------------------------------------------------------
Sunwest Materials/Cemex
Edmundo Ruiz
(909)784-7900 SEC:
3525 - 14th Street
Riverside Riverside
CA CA
92501
- --------------------------------------------------------------------------------
Technicolor Entertainment Svcs
Joe O'Gorman
(513)383-6079 SEC: (800)993-4567
3418 State Route 73 South
Wilmington Wilmington
OH OH
45177
- --------------------------------------------------------------------------------
The Source
John Saxton
(407)951-7767 SEC:
470 Bahama Drive
Indialantic Indialantic
FL FL
32903
- --------------------------------------------------------------------------------
Thompson Associates
Paul Sobolak
(313)665-9500 SEC:
2929 Plymouth Road Suite 200
Ann Arbor Ann Arbor
MI MI
48105
- --------------------------------------------------------------------------------
6/16/95 Page: 19
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Titan Insurance Company
James Reggio
(800)775-4642 SEC:
901 Wilshire Drive; #550
Troy Troy
MI MI
48084-560
- --------------------------------------------------------------------------------
Tom Hayes & Company, Inc.
Tom Hayes
(206)486-5131 SEC: (206)487-0783
14711 NE 164th Street
Woodinville Woodinville
WA WA
98072-901
- --------------------------------------------------------------------------------
Transportation Technology, Inc.
Bill Kirkland
(800)833-8322 SEC: (313)729-9500
35005 Michigan Avenue
Wayne Wayne
MI MI
48184
- --------------------------------------------------------------------------------
Triad/Great Lakes Corp
Gene McDonough
(313)853-1637 SEC: (313)853-1637
288 E. Maple Rd. Suite 165
Birmingham Birmingham
MI MI
48009
- --------------------------------------------------------------------------------
Ultrazone, Inc.
Sam T. Eigen
(800)628-2829 SEC: Suite E
2880 East Flamingo
Las Vegas Las Vegas
NV NV
89121
- --------------------------------------------------------------------------------
6/16/95 Page: 20
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
United American Healthcare Corporatio
Kevin Theisen
(313)393-4589 SEC:
1155 Brewery Park Blvd; #200
Detroit Detroit
MI MI
48207
- --------------------------------------------------------------------------------
US Lead Testing & Removal Svcs., Inc
Mark Greitzer
(516)922-1900 SEC: (914)478-1590
10 Townsend Square
Oyster Bay Oyster Bay
NY NY
11771
- --------------------------------------------------------------------------------
VPSI
Mark Sperl
(713)820-1062 SEC: Suzanne Spera
363 N. Sam Houston Pkwy East Suite 500
Houston Houston
TX TX
77060
- --------------------------------------------------------------------------------
VPSI
Jon Martz
(810)597-3519 SEC: 1220 Rankin, Troy (- )-
Box 159
Detroit Detroit
MI MI
48288
- --------------------------------------------------------------------------------
W. K. Kellogg Foundation
Tim Brostrom
(616)969-2154 SEC: Kim Crowel @ 616-96
1 Michigan Avenue East
Battle Creek Battle Creek
MI MI
49017-405
- --------------------------------------------------------------------------------
6/16/95 Page: 21
<PAGE>
DIRECTORY
- --------------------------------------------------------------------------------
NUMBER OF CONTACTS: 109
PRIMARY SECONDARY
- --------------------------------------------------------------------------------
Wayne Co Dept of Pub Svcs
Clarence Smiley
(313)224-5517 SEC: (- )-
415 Clifford
Detroit Detroit
MI MI
48226
- --------------------------------------------------------------------------------
WhiteWater Information Technologies
Roger Kobel
(502)267-4200 SEC:
10101 Linn Station Road
Louisville Louisville
KY KY
40223
- --------------------------------------------------------------------------------
Williams International
Bruce Wilcox
(313)624-5200 SEC:
2280 W. Maple Road P.O. Box 200
Walled Lake Walled Lake
MI MI
48390-020
- --------------------------------------------------------------------------------
Wood Motors Inc
Chuck Wood
(313)372-2600 SEC: (- )-
15351 Gratiot
Detroit Detroit
MI MI
48205
- --------------------------------------------------------------------------------
6/16/95 Page: 22
<PAGE>
ANNEX G
GEODEMX CORPORATION
LISTING OF SHAREHOLDERS
(THROUGH 6/2/95)
SHAREHOLDER SOURCE NUMBER SHARES
- ----------- ------ -------------
Larry Brophy Initial issuance 25,000
Muray B. and Marsha Davis Initial issuance 25,000
George Richmond Trust Investment, lease guarantee 4,000
Dennis & Denise Miller Investment, loan & lease guarantee 4,500
Marc Konvisser Services, salary balance 1,451
Tom Kippola Services, investment 1,431
Mark Blazevic Services 548
Gobind Sahney Services 1,125
------
TOTAL SHARES ISSUED 63,055
<PAGE>
ANNEX H
RECEIPT OF COMMON STOCK AS EARN-OUT PAYMENT. Each Shareholder represents
and agrees that:
(a) The Common Stock of American List Corporation which may be
delivered as the Earn-Out Payment as defined in the Agreement of Sale and
Purchase of Assets dated June 22, 1995 between GeoDemX Corporation, Larry
Brophy, Murray Davis and American List Corporation will be acquired for his own
account, for investment purposes only, and not for the account of any other
person, and not with a view to distribution, assignment or resale to others or
to fractionalization in whole or in part;
(b) The delivery, transfer and assignment of the Common Stock as the
Earn-Out Payment as contemplated hereby is intended to be exempt from
registration under the 1933 Act by virtue of section 4(2) thereof and/or
Regulation D thereunder and he will not sell, transfer, hypothecate or otherwise
dispose of such Common Stock except in accordance with the 1933 Act and
applicable state securities laws or unless, in the opinion of counsel for
American List Corporation, an exemption from the registration requirements
thereunder is available;
(c) No other person now has a direct or indirect beneficial interest
in the right to receive any portion of the Earn-Out Payment;
(d) He has been furnished with and read copies of the documents
listed on Exhibit 1 hereto and filed by American List Corporation with the U.S.
Securities and Exchange Commission (which documents shall comply with the
requirements of Rule 144(c) of the Securities Act of 1933, as amended, or such
successor rule or legislation) and that the decision to accept the Common Stock
as the Earn-Out Payment is based upon the information set forth in such
Documents, and not on any statements (oral or written), promise, projection or
information which may have been made by American List Corporation, or any
officer, director, employee or agent of American List Corporation;
(e) He has carefully considered and has, to the extent deemed
necessary, discussed with his legal, tax and financial advisors the suitability
and tax and legal consequences of the receipt of the Common Stock as an Earn-Out
Payment; and
(f) The certificates representing the Common Stock shall have
appropriate legends placed thereon with respect to the restrictions upon their
transferability.
-19-
<PAGE>
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of this 22nd day of June, 1995, by and between
GeoDemX Corporation, a Michigan corporation, (the "Company") and Lawrence
Brophy, (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to employ the Executive under the terms
and conditions contained in this Agreement and Executive is willing to be so
employed,
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions contained herein, the parties agree as follows:
1. EMPLOYMENT AND DUTIES. The Company hereby employs Executive and
Executive agrees to serve the Company initially as its President and perform the
duties of that office in a competent and prudent manner. The Company also agrees
to use its best efforts to cause the Executive to be elected or appointed to the
Company's Board of Directors during the Term, as defined herein. In the
performance of his employment, Executive shall have such duties and
responsibilities as set forth by the Board of Directors, and shall report to the
Board of Directors of the Company. The Executive shall be engaged full time in
the services required and shall be required to devote approximately forty (40)
hours per week to his duties hereunder. During the term of this Agreement,
Executive pledges to maintain all business activities of the Company in complete
confidence and pledges to keep the Company informed, apprised and aware of all
material matters that come to his attention that could affect its business
interest.
2. ANNUAL COMPENSATION. As compensation for his services hereunder
(including service as a member of the Company's Board of Directors), the Company
shall pay, and the Executive shall accept, an annual base salary of Sixty
Thousand and 00/100 ($60,000.00) Dollars, payable in bi-monthly installments of
Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars. Executive's annual
base salary shall increase to Seventy-Two Thousand and 00/100 ($72,000.00)
Dollars on July 1, 1995 and shall be reviewed annually by the Board of Directors
thereafter. Any base salary increases shall be effective on July 1 of the year
in which the Board of Directors approves the increase, regardless of when the
Board acts on such matter.
3. EXPENSES. It is contemplated that, in connection with his
employment hereunder, Executive may be required to incur reasonable and
necessary business entertainment and travel expenses. The Company agrees to
reimburse Executive in full for all reasonable and necessary business
entertainment and other related expenses including, without limitation, mileage
and travel expenses, incurred or expended by him incident to the performance of
his duties hereunder upon submission by Executive to the Company of vouchers or
expense statements reasonably evidencing such expenses.
<PAGE>
4. FRINGE BENEFITS. During the period of his employment with the
Company hereunder, Executive shall be entitled to participate in any and all
group health insurance, life insurance, accident insurance, medical, pension,
profit sharing or other employee benefit plans made available by the Company to
any other employee or group of employees of the Company, and shall be eligible
for the award of qualifying stock options in the incentive Stock Option Plan of
the Company's parent entity, American List Corporation, as the American List
Corporation's Stock Option Committee so determines.
5. VACATIONS. It is understood and agreed by the parties that
Executive shall be entitled to personal time off that may be used for any
personal reason or for annual vacations (taken consecutively or in segments) in
accordance with the normal policy of the Company in effect from time to time.
Initially, the Executive shall be entitled to ten (10) hours of personal time
for each month of employment, and will begin as of the date of this Agreement.
All accumulated time must be used by the end of each calendar year, and any
accumulated, but unused, time will be forfeited, without any payment or other
compensation, or on termination, if earlier.
6. TERM AND TERMINATION.
(a) Unless earlier terminated as provided herein, this Agreement
shall continue in effect for a period of five (5) years from the
date hereof (the "Initial Term") and from year to year thereafter
(the Initial Term and such additional period called the "Term")
unless either party provides the other with at least thirty (30)
days written notice of its intention not to renew this Agreement.
As a party to a certain Agreement of Sale and Purchase of Assets
dated June _______, 1995 (the "Sale Agreement") between GeoDemX
Corporation, a Delaware corporation, and American List
Corporation (the "Purchaser"), the Executive understands that the
maximum financial commitment of Purchaser to the continued
funding of the Company is $750,000 as per Section 9 of the Sale
Agreement. Accordingly, nothing set forth herein shall be deemed
an increase in the Purchaser's commitment pursuant to said
Section 9, an additional obligation of Purchaser to the
Executive, or a guarantee that the Company will have sufficient
assets to provide for funding of the Executive's compensation
throughout the full period of the Term of the Agreement.
(b) The Company may terminate the employment of the Executive
(and the Executive agrees to resign as a member of the Company's
Board of Directors) at any time in the event the Executive:
(i) is convicted of a felony or misdemeanor involving
moral turpitude;
2
<PAGE>
(ii) dies or has become so disabled (whether from
physical or mental disease or illness) as to preclude him
from reasonably performing his duties hereunder for a period
of three (3) consecutive months or for shorter periods
aggregating three (3) months during any twelve (12) month
period;
(iii) shall have materially violated any provision of this
Agreement or has materially failed to perform any condition
of this Agreement and shall not have remedied such violation
or failure to perform within twenty (20) days after written
notice from the Board of Directors of the Company specifying
such violation; or
(iv) commits any act or acts which, in the reasonable
opinion of the Company, constitute a material breach of the
Executive's fiduciary duties or duties of good faith and
loyalty. Except as provided in Subsection 6(e), in any
termination under this Subsection 6(b) all rights to future
compensation hereunder shall terminate as of the date of
termination which shall be deemed a "Cause Termination."
(c) The Company may also terminate the Executive's services for
reasons other than a Cause Termination, and the Executive agrees
to resign as a member of the Company's Board of Directors, in
which case the Executive shall receive severance pay determined
in accordance with Subsection 6(e).
(d) The Executive may terminate employment under this Agreement,
and the Executive agrees to resign as a member of the Company's
Board of Directors upon such termination of employment, if the
Company fails to appoint or elect the Executive to the Company's
Board of Directors or shall have violated any material provision
of this Agreement (including its failure or inability to pay the
Executive the stated compensation, reimbursement of expenses or
provision of fringe benefits) and shall not have remedied such
violation within twenty (20) days after written notice from the
Executive specifying such violation, in which case the Executive
shall be entitled to receive severance pay from the Company
determined in accordance with Subsection 6(e) below.
(e) Upon termination of this Agreement by the Company pursuant
to Subsection 6(c) or by the Executive pursuant to Subsection
6(d), the Executive, whether or not his employment by the Company
has been terminated, shall nevertheless continue to be entitled
to receive his then
3
<PAGE>
base salary from the Company for a period of six (6) months paid
in a lump sum at termination. The parties agree that the
Executive's right to receive payment from the Company pursuant to
this Subsection 6(e) shall be the Executive's sole and exclusive
remedy hereunder against the Company and the Purchaser (except
for any expense reimbursements or remedies available under the
Company's benefit plans, including ERISA claims) and Executive
hereby waives any claims against the Company, the Purchaser or
any of their officers, directors, shareholders or employees for
any further compensation, benefits or damages of any nature or
description.
(f) Notwithstanding anything contained in this Agreement to the
contrary, in the event Executive is receiving payment through a
disability policy or other medical benefits plan maintained by
the Company, such payments will not be deducted from any amounts
payable by the Company to Executive hereunder during the period
such disability payments have been made.
7. INDEMNIFICATION. The Executive shall be entitled to be
indemnified for any loss suffered by him by reason of his acting as an officer,
employee or agent of the Company to the full extent provided by Michigan law and
the Company's By-Laws.
8. CONFIDENTIAL INFORMATION. Executive agrees that any and all
knowledge or information that may be obtained by him or as to which he has
assisted in or may assist in developing in the course of his employment the
Company with respect to the conduct and details of the business of the Company
and with respect to the business secrets, plans, schematic diagrams and/or
details of the Company's computer programs, software or any other confidential
or secret process, device, electronic configuration, machine, utensil or art
used or manufactured by the Company in its business or in that of any of its
subsidiaries or parent corporation will be by him forever held inviolate and be
by him concealed from any competitor and all other persons and that he will not
impart the knowledge acquired of the said business secrets, plans, secret
diagrams and/or details of the Company's operations or marketing, computer
programs, software or any other confidential or secret process, device,
electronic configuration, machine, utensil or art of the Company to anyone
whomsoever, and that should he at any time leave the employ of the Company,
whether such termination takes place in accordance with the provisions of this
Agreement or for any reason whatsoever, whether with or without cause, the
Executive agrees that he will not utilize, disclose, reveal or make known any of
the aforesaid confidential information in the employ of, service of, or to any
company, association, partnership, or concern or individual for any purpose or
reason whatsoever. It is understood between the parties that the Company has no
adequate legal remedy in the event of a breach of this Section and therefore is
agreed that if the Executive does so violate the provisions of this Section,
without precluding the Company from pursuing any other rights and remedies at
law or in equity which the Company may
4
<PAGE>
have, the Company shall be entitled to an immediate injunction by a competent
court of equity enjoining and restraining him and each and every other person
concerned, from continuance of such acts as well as an equitable accounting of
all earnings, profits and other benefits arising from such violation and
Executive shall be liable to reimburse the Company in full for any attorney's
fees and expenses incurred in enforcing this Section.
9. COVENANT NOT TO COMPETE. Executive hereby agrees that during the
Term and if the Executive is terminated pursuant to Paragraph 6(b) hereof for a
period of one (1) year from the date of termination hereof, he shall not
directly or indirectly engage in any geographical area in which the Company
shall materially be doing business in any line of business that is competitive
with that presently conducted by the Company, either for his own account or as a
member of any type of partnership or legal entity, or as a significant
stockholder, significant investor, officer or director of a corporation or other
legal entity, nor lend, afford or furnish money, financial or otherwise, nor
organize, direct, counsel or advise anyone in any line of business that is
competitive with that presently conducted by the Company in any geographical
area in which the Company shall be doing business. Regardless of whether the
Executive is subject to the provisions of the previous sentence, the Executive
agrees that for a period of one (1) year from the date of termination of
employment, the Executive shall not in any way, directly or indirectly:
(a) solicit or attempt to solicit any customers or subscribers
of the Company;
(b) solicit or attempt to solicit any employee of the Company
for any business endeavor; or
(c) otherwise divert or attempt to divert from the Company any
existing business whatsoever or interfere with any business
relationship between the Company and any other person.
In the event of a breach of these covenants by the Executive, the Company shall
have all rights and remedies available to it under law and, in addition,
Executive shall, by breaching this covenant, be deemed to have forfeited any and
all unexercised stock options held by him.
10. NOTICES. Any and all notices or any other communication provided
for herein or otherwise affecting this Agreement shall be deemed sufficient if
given in writing, delivered personally to the other party or mailed by
registered or certified mail, which shall be addressed to the address shown
herein below. Each such notice shall be deemed given at the time it is
personally delivered or at the time it is mailed at any post office or branch
post office. Any party may change its mailing address by delivering written
notice of a new address to the other party.
5
<PAGE>
11. INVALID PROVISIONS. The invalidity or unenforceability of any
Paragraph or Paragraphs, or Sub-paragraph or Sub-paragraphs of this Agreement,
shall not affect the validity or enforceability of the remainder of this
Agreement, or the remainder of any Paragraph or Paragraphs; and this Agreement
shall be construed in all respects as if any invalid or unenforceable Paragraph
or Paragraphs, or Sub-paragraph or Sub-paragraphs were omitted.
12. AMENDMENT. No change or modification of this Agreement shall be
valid unless the same is in writing and signed by all of the parties hereto. As
soon as practicable after this Agreement has been amended, copies of such
amendment shall be furnished to each of the parties to this Agreement and a copy
shall be attached to this Agreement.
13. BENEFIT. Except as herein otherwise provided, this Agreement
shall inure to the benefit of and shall be binding upon the parties, their
personal representatives, successors, and assigns.
14. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties, and it supersedes any and all other Agreements, either oral or
in writing, between the parties, if any, with respect to the subject matter
hereof.
15. GENDER. Wherever in this Agreement words, including pronouns, are
used in the masculine, they shall be read and construed in the feminine or
neuter whenever they would so apply, and wherever in this Agreement, words,
including pronouns, are used in the singular or plural, they shall be read and
construed in the plural or singular, respectively, whenever they would so apply.
16. ARBITRATION. Any controversy or claim arising under, out of, in
connection with, or relating to, this Agreement, and any amendment thereof, or
the breach thereof, shall be determined and settled by arbitration under the
rules of the American Arbitration Association in Wayne County, Michigan, with
each party selecting one arbitrator, and the two arbitrators selecting a third
to act as a panel of three. Any award rendered therein shall be final and
binding on each and all of the parties thereto and their personal
representatives, and judgment may be entered thereon in any court having
jurisdiction thereon.
17. GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Michigan, irrespective of the fact that one or more of
the parties now is, or may hereafter become, a resident of a different state or
province.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Agreement as of the day and year first above written.
Executive: GeoDemX Corporation:
By: /s/ Lawrence Brophy By: /s/ Martin Lerner
--------------------- -------------------
Lawrence Brophy Its: Authorized Board Member
7
<PAGE>
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of this 22nd day of June, 1995, by and between
GeoDemX Corporation, a Michigan corporation, (the "Company") and Murray B.
Davis, (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to employ the Executive under the terms
and conditions contained in this Agreement and Executive is willing to be so
employed,
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions contained herein, the parties agree as follows:
1. EMPLOYMENT AND DUTIES. The Company hereby employs Executive and
Executive agrees to serve the Company initially as its Senior Vice President
and perform the duties of that office in a competent and prudent manner. The
Company also agrees to use its best efforts to cause the Executive to be
elected or appointed to the Company's Board of Directors during the Term, as
defined herein. In the performance of his employment, Executive shall have such
duties and responsibilities as set forth by the Board of Directors, and shall
report to the Board of Directors of the Company. The Executive shall be engaged
full time in the services required and shall be required to devote approximately
forty (40) hours per week to his duties hereunder. During the term of this
Agreement, Executive pledges to maintain all business activities of the Company
in complete confidence and pledges to keep the Company informed, apprised and
aware of all material matters that come to his attention that could affect its
business interest.
2. ANNUAL COMPENSATION. As compensation for his services hereunder
(including service as a member of the Company's Board of Directors), the Company
shall pay, and the Executive shall accept, an annual base salary of Sixty
Thousand and 00/100 ($60,000.00) Dollars, payable in bi-monthly installments of
Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars. Executive's annual
base salary shall increase to Seventy-Two Thousand and 00/100 ($72,000.00)
Dollars on July 1, 1995 and shall be reviewed annually by the Board of Directors
thereafter. Any base salary increases shall be effective on July 1 of the year
in which the Board of Directors approves the increase, regardless of when the
Board acts on such matter.
3. EXPENSES. It is contemplated that, in connection with his
employment hereunder, Executive may be required to incur reasonable and
necessary business entertainment and travel expenses. The Company agrees to
reimburse Executive in full for all reasonable and necessary business
entertainment and other related expenses including, without limitation, mileage
and travel expenses, incurred or expended by him incident to the performance of
his duties hereunder upon submission by Executive to the Company of vouchers or
expense statements reasonably evidencing such expenses.
<PAGE>
4. FRINGE BENEFITS. During the period of his employment with the
Company hereunder, Executive shall be entitled to participate in any and all
group health insurance, life insurance, accident insurance, medical, pension,
profit sharing or other employee benefit plans made available by the Company to
any other employee or group of employees of the Company, and shall be eligible
for the award of qualifying stock options in the incentive Stock Option Plan of
the Company's parent entity, American List Corporation, as the American List
Corporation's Stock Option Committee so determines.
5. VACATIONS. It is understood and agreed by the parties that
Executive shall be entitled to personal time off that may be used for any
personal reason or for annual vacations (taken consecutively or in segments) in
accordance with the normal policy of the Company in effect from time to time.
Initially, the Executive shall be entitled to ten (10) hours of personal time
for each month of employment, and will begin as of the date of this Agreement.
All accumulated time must be used by the end of each calendar year, and any
accumulated, but unused, time will be forfeited, without any payment or other
compensation, or on termination, if earlier.
6. TERM AND TERMINATION.
(a) Unless earlier terminated as provided herein, this Agreement
shall continue in effect for a period of five (5) years from the
date hereof (the "Initial Term") and from year to year thereafter
(the Initial Term and such additional period called the "Term")
unless either party provides the other with at least thirty (30)
days written notice of its intention not to renew this Agreement.
As a party to a certain Agreement of Sale and Purchase of Assets
dated June _______, 1995 (the "Sale Agreement") between GeoDemX
Corporation, a Delaware corporation, and American List
Corporation (the "Purchaser"), the Executive understands that the
maximum financial commitment of Purchaser to the continued
funding of the Company is $750,000 as per Section 9 of the Sale
Agreement. Accordingly, nothing set forth herein shall be deemed
an increase in the Purchaser's commitment pursuant to said
Section 9, an additional obligation of Purchaser to the
Executive, or a guarantee that the Company will have sufficient
assets to provide for funding of the Executive's compensation
throughout the full period of the Term of the Agreement.
(b) The Company may terminate the employment of the Executive
at any time in the event the Executive:
(i) is convicted of a felony or misdemeanor involving
moral turpitude;
2
<PAGE>
(ii) dies or has become so disabled (whether from
physical or mental disease or illness) as to preclude him
from reasonably performing his duties hereunder for a period
of three (3) consecutive months or for shorter periods
aggregating three (3) months during any twelve (12) month
period;
(iii) shall have materially violated any provision of this
Agreement or has materially failed to perform any condition
of this Agreement and shall not have remedied such violation
or failure to perform within twenty (20) days after notice
from the Board of Directors of the Company specifying such
violation; or
(iv) commits any act or acts which, in the reasonable
opinion of the Company, constitute a material breach of the
Executive's fiduciary duties or duties of good faith and
loyalty. Except as provided in Subsection 6(e), in any
termination under this Subsection 6(b) all rights to future
compensation hereunder shall terminate as of the date of
termination which shall be deemed a "Cause Termination."
(c) The Company may also terminate the Executive's services for
reasons other than a Cause Termination, and the Executive agrees
to resign as a member of the Company's Board of Directors, in
which case the Executive shall receive severance pay determined
in accordance with Subsection 6(e).
(d) The Executive may terminate employment under this Agreement,
and the Executive agrees to resign as a member of the Company's
Board of Directors upon such termination of employment, if the
Company fails to appoint or elect the Executive to the Company's
Board of Directors or shall have violated any material provision
of this Agreement (including its failure or inability to pay the
Executive the stated compensation, reimbursement of expenses or
provision of fringe benefits) and shall not have remedied such
violation within twenty (20) days after written notice from the
Executive specifying such violation, in which case the Executive
shall be entitled to receive severance pay from the Company
determined in accordance with Subsection 6(e) below.
(e) Upon termination of this Agreement by the Company pursuant
to Subsection 6(c) or by the Executive pursuant to Subsection
6(d), the Executive, whether or not his employment by the Company
has been terminated, shall nevertheless continue to be entitled
to receive his then base salary from the Company for a period of
six (6) months paid in a
3
<PAGE>
lump sum at termination. The parties agree that the Executive's
right to receive payment from the Company pursuant to such
Subsection 6(e) shall be the Executive's sole and exclusive
remedy hereunder against the Company and the Purchaser (except
for any expense reimbursements or remedies available under the
Company's benefit plans, including ERISA claims) and Executive
hereby waives any claims against the Company, the Purchaser or
any of their officers, directors, shareholders or employees for
any further compensation, benefits or damages of any nature or
description.
(f) Notwithstanding anything contained in this Agreement to the
contrary, in the event Executive is receiving payment through a
disability policy or other medical benefits plan maintained by
the Company, such payments will not be deducted from any amounts
payable by the Company to Executive hereunder during the period
such disability payments have been made.
7. INDEMNIFICATION. The Executive shall be entitled to be
indemnified for any loss suffered by him by reason of his acting as an officer,
employee or agent of the Company to the full extent provided by Michigan law and
the Company's By-Laws.
8. CONFIDENTIAL INFORMATION. Executive agrees that any and all
knowledge or information that may be obtained by him or as to which he has
assisted in or may assist in developing in the course of his employment the
Company with respect to the conduct and details of the business of the Company
and with respect to the business secrets, plans, schematic diagrams and/or
details of the Company's computer programs, software or any other confidential
or secret process, device, electronic configuration, machine, utensil or art
used or manufactured by the Company in its business or in that of any of its
subsidiaries or parent corporation will be by him forever held inviolate and be
by him concealed from any competitor and all other persons and that he will not
impart the knowledge acquired of the said business secrets, plans, secret
diagrams and/or details of the Company's operations or marketing, computer
programs, software or any other confidential or secret process, device,
electronic configuration, machine, utensil or art of the Company to anyone
whomsoever, and that should he at any time leave the employ of the Company,
whether such termination takes place in accordance with the provisions of this
Agreement or for any reason whatever, whether with or without cause, the
Executive agrees that he will not utilize, disclose, reveal or make known any of
the aforesaid confidential information in the employ of, service of, or to any
company, association, partnership, or concern or individual for any purpose or
reason whatsoever. It is understood between the parties that the Company has no
adequate legal remedy in the event of a breach of this Section and therefore is
agreed that if the Executive does so violate the provisions of this Section,
without precluding the Company from pursuing any other rights and remedies at
law or in equity which the Company may have, the Company shall be entitled to
an immediate injunction by a competent court of
4
<PAGE>
equity enjoining and restraining him and each and every other person concerned,
from continuance of such acts as well as an equitable accounting of all
earnings, profits and other benefits arising from such violation and Executive
shall be liable to reimburse the Company in full for any attorney's fees and
expenses incurred in enforcing this Section.
9. COVENANT NOT TO COMPETE. Executive hereby agrees that during the
Term and if the Executive is terminated pursuant to Paragraph 6(b) hereof for a
period of one (1) year from the date of termination hereof, he shall not
directly or indirectly engage in any geographical area in which the Company
shall materially be doing business in any line of business that is competitive
with that presently conducted by the Company, either for his own account or as a
member of any type of partnership or legal entity, or as a significant
stockholder, significant investor, officer or director of a corporation or other
legal entity, nor lend, afford or furnish money, financial or otherwise, nor
organize, direct, counsel or advise anyone in any line of business that is
competitive with that presently conducted by the Company in any geographical
area in which the Company shall be doing business. Regardless of whether the
Executive is subject to the provisions of the previous sentence, the Executive
agrees that for a period of one (1) year from the date of termination of
employment, the Executive shall not in any way, directly or indirectly:
(a) solicit or attempt to solicit any customers or subscribers
of the Company to cease doing business with the Company or to
reduce the amount of business it is doing with the Company;
(b) solicit or attempt to solicit any employee of the Company
for any business endeavor; or
(c) otherwise divert or attempt to divert from the Company any
existing business whatsoever or interfere with any business
relationship between the Company and any other person.
In the event of a breach of these covenants by the Executive, the Company shall
have all rights and remedies available to it under law and, in addition,
Executive shall, by breaching this covenant, be deemed to have forfeited any and
all unexercised stock options held by him.
10. NOTICES. Any and all notices or any other communication provided
for herein or otherwise affecting this Agreement shall be deemed sufficient if
given in writing, delivered personally to the other party or mailed by
registered or certified mail, which shall be addressed to the address shown
herein below. Each such notice shall be deemed given at the time it is
personally delivered or at the time it is mailed at any post office or branch
post office. Any party may change its mailing address by delivering written
notice of a new address to the other party.
5
<PAGE>
11. INVALID PROVISIONS. The invalidity or unenforceability of any
Paragraph or Paragraphs, or Sub-paragraph or Sub-paragraphs of this Agreement,
shall not affect the validity or enforceability of the remainder of this
Agreement, or the remainder of any Paragraph or Paragraphs; and this Agreement
shall be construed in all respects as if any invalid or unenforceable Paragraph
or Paragraphs, or Sub-paragraph or Sub-paragraphs were omitted.
12. AMENDMENT. No change or modification of this Agreement shall be
valid unless the same is in writing and signed by all of the parties hereto. As
soon as practicable after this Agreement has been amended, copies of such
amendment shall be furnished to each of the parties to this Agreement and a copy
shall be attached to this Agreement.
13. BENEFIT. Except as herein otherwise provided, this Agreement
shall inure to the benefit of and shall be binding upon the parties, their
personal representatives, successors, and assigns.
14. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties, and it supersedes any and all other Agreements, either oral or
in writing, between the parties, if any, with respect to the subject matter
hereof.
15. GENDER. Wherever in this Agreement words, including pronouns, are
used in the masculine, they shall be read and construed in the feminine or
neuter whenever they would so apply, and wherever in this Agreement, words,
including pronouns, are used in the singular or plural, they shall be read and
construed in the plural or singular, respectively, whenever they would so apply.
16. ARBITRATION. Any controversy or claim arising under, out of, in
connection with, or relating to, this Agreement, and any amendment thereof, or
the breach thereof, shall be determined and settled by arbitration under the
rules of the American Arbitration Association in Wayne County, Michigan, with
each party selecting one arbitrator, and the two arbitrators selecting a third,
to act as a panel of three. Any award rendered therein shall be final and
binding on each and all of the parties thereto and their personal
representatives, and judgment may be entered thereon in any court having
jurisdiction thereon.
17. GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Michigan, irrespective of the fact that one or more of
the parties now is, or may hereafter become, a resident of a different state or
province.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Agreement as of the day and year first above written.
Executive: GeoDemX Corporation:
By: /s/ Murray B. Davis By: /s/ Martin Lerner
--------------------- -------------------
Murray B. Davis Its: Authorized Officer
7
<PAGE>
ANNEX K
<TABLE>
<CAPTION>
GEODEMX CORPORATION
3 MONTH CASH REQUIREMENT
(6/95 THRU 8/95)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSUMED LIABILITIES (SEE ANNEX C) $302,528
LESS: CASH ADVANCED 25,000
--------
TOTAL ASSUMED LIABILITIES $277,528
ACQUISITION EXPENSES
FINDERS FEE $24,250
LEGAL FEES (M/A - EST.) 15,000
-------
TOTAL 39,250
3 MONTH CASH REQUIREMENT
LEGAL FEES (PATENT) 3,000
DOCUMENTATION/PACKAGING 18,000
MARKETING/ADVERTISING/TRADE SHOWS 15,000
HAYES & ASSOCIATES CONSULTING 8,000
PRINTING 10,000
EQUIPMENT 10,000
G&A EXPENSES
DUES/SUBSCRIPT/REFNCE MATLS S 450
ELECTRONIC SERVICES 225
EQUIPMENT LEASE 9,720
INSURANCE - HEALTH 1,590
LEGAL & ACCOUNTING 1,500
LICENSES & FEES 120
MEALS & ENTERTAINMENT 900
OFFICE SUPPLIES 1,425
PARKING & TOLLS 120
POSTAGE & DELIVERIES 2,550
PRINTING/COPYING EXPENSE 1,020
RENT - OFFICE 6,615
SALARIES & WAGES 71,100
TAXES - FICA, FUTA
AND MEDICARE 3,165
TAXES - PERSONAL PROPERTY 1,050
TELEPHONE 3,900
TRANSPORTATION 2,250
TRAVEL 6,000
OTHER (MISCELLANEOUS) 300
-------
TOTAL G&A EXPENSES $114,000
<PAGE>
ANNEX K
<CAPTION>
GEODEMX CORPORATION
3 MONTH CASH REQUIREMENT
(6/95 THRU 8/95)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3 MONTH CASH REQUIREMENT (CONT'D.)
ADDITIONAL EMPLOYEES 20,000
MISCELLANEOUS 222
-------
SUB-TOTAL (3 MONTH CASH REQUIREMENT) $198,222
COMBINED SUB-TOTAL $515,000
LESS: GROSS MARGIN - SALES ($ 90,000)
CASH REQUIREMENTS (3 MONTHS) $425,000
</TABLE>
<PAGE>
EXHIBIT 1
[Letterhead]
June 19, 1995
Mr. Gobind Sahney
Sahney & Company
2493 Oakridge Cove
Del Mar, CA 92014
Dear Gobind:
In order to make sure that there are no misunderstandings on anyone's part
regarding your fee arrangement, below is a detailed breakdown of our new
understanding concerning the compensation to which you are entitled, and which
replaces all prior understandings or agreements.
1. You will receive an amount equal to 5% of the amount of the cash invested
into GeoDemX Corporation up to a maximum investment of $750,000 by American
List Corporation. The initial amount scheduled to be invested is $450,000.
Your 5% cash fee will be based upon the actual amount of capital invested as
it is received.
2. Additionally, you will receive common stock in the original GeoDemX
Corporation equal to 3% of the amount of the investment described above.
Although though ALC is not putting the total amount of money into the company
immediately, you are being issued 1,125 shares of the common stock of GeoDemX
($750,000 x 3%/$20 per share) on the basis of the entire agreed upon
investment amount.
3. Except for the payments set forth in Paragraph 1 and the delivery of the
stock set forth in Paragraph 2, the company has no other obligations to you.
The closing is presently scheduled for Thursday, June 22, 1995.
Please indicate your agreement with the above terms and return a copy of this
letter bearing your signature by facsimile at your earliest convenience. Don't
hesitate to call if anything is not clear or if you have any questions.
Sincerely, AGREED
/S/ LARRY BROPHY /S/ GOBIND SAHNEY
------------------
Gobind Sahney
6/19/95
------------------
Larry Brophy Date
President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MAY 31, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-START> MAR-01-1995
<PERIOD-END> MAY-31-1995
<CASH> 3,978,286
<SECURITIES> 8,289,915
<RECEIVABLES> 5,131,411
<ALLOWANCES> 50,000
<INVENTORY> 0
<CURRENT-ASSETS> 18,223,706
<PP&E> 907,105
<DEPRECIATION> 710,282
<TOTAL-ASSETS> 22,318,142
<CURRENT-LIABILITIES> 2,684,397
<BONDS> 0
<COMMON> 45,646
0
0
<OTHER-SE> 17,295,524
<TOTAL-LIABILITY-AND-EQUITY> 22,318,142
<SALES> 5,330,609
<TOTAL-REVENUES> 5,330,609
<CGS> 671,100
<TOTAL-COSTS> 671,100
<OTHER-EXPENSES> 975,781
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,314
<INCOME-PRETAX> 3,756,870
<INCOME-TAX> 1,421,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,335,870
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0
</TABLE>
