THIS DOCUMENT IS THE SUBMISSION OF FORM 10QSB AND CONTAINS THE QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JUNE 30, 2000.
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934
For the quarterly period ended June 30, 2000
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________________
Commission File Number 0-13316
LASER CORPORATION
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(Exact name of small business issuer as specified in its charter)
Utah 87-0395567
------------------------------ ----------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2417 South 3850 West
Salt Lake City, UT 84120
------------------------------ ----------------------------
(Address of principal (Zip Code)
executive office)
(801) 972-1311
-----------------------------------------------------------------
(Issuer's telephone number, including area code)
Not Applicable
-----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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
----- -----
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, .05 Par Value -- 1,628,609 shares as of Aug. 11, 2000
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INDEX
LASER CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
------- ---------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - June 30, 2000 and December 31, 1999.
Consolidated Statements of Operations - Three months ended June 30,
2000 and 1999; Six months ended June 30, 2000 and 1999
Consolidated Statements of Cash Flows - Six months ended June 30,
2000 and 1999.
Notes to Consolidated Financial Statements - June 30, 2000.
Item 2. Management's Discussion and Analysis.
PART II. OTHER INFORMATION
------- -----------------
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
----------
Page 2 of 11
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PART I. FINANCIAL INFORMATION
Item 1.
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 2000 1999
Unaudited
----------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 145,491 $ 113,337
Receivables 454,200 635,417
Inventories 714,997 749,411
Other current assets 30,535 16,887
----------- -----------
Total Current Assets 1,345,223 1,515,052
NON-CURRENT ASSETS
Equipment and leasehold improvements, net 246,802 284,771
Other assets 43,775 43,068
----------- -----------
$ 1,635,800 $ 1,842,891
LIABILITIES AND STOCKHOLDERS' EQUITY =========== ===========
CURRENT LIABILITIES
Trade accounts payable $ 772,621 $ 1,058,042
Accrued expenses 237,631 291,689
Accrued warranty expense 135,000 150,000
Current portion - Capital Leases 12,279 11,373
----------- -----------
Total Current Liabilities 1,157,531 1,511,104
LONG-TERM LIABILITIES
Long-Term Capital Lease 25,675 32,050
Convertible Notes Payable 500,000 ---
----------- -----------
Total Liabilities 1,683,206 1,543,154
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $.05 par value; 10,000,000 shares
authorized; 1,628,609 and 1,590,038 shares
issued, respectively 81,430 79,503
Additional paid-in capital 1,778,877 1,617,718
Retained earnings (1,807,713) (1,297,484)
Treasury stock, at cost (100,000) (100,000)
----------- -----------
Total Stockholders' Equity (47,406) 299,737
----------- -----------
$1,635,800 $1,842,891
=========== ===========
See accompanying notes to consolidated financial statements
Page 3 of 11
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LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
REVENUES:
Net sales $ 807,755 $ 916,374 $1,437,895 $1,846,650
Interest and other income 2,239 3,951 3,648 8,878
---------- ---------- ---------- ----------
809,994 920,325 1,441,543 1,855,528
COSTS AND EXPENSES:
Cost of products sold 767,762 850,725 1,325,142 1,682,189
Selling, general
and administrative 285,882 345,911 485,274 593,565
Research and development 69,272 142,127 122,837 270,420
Royalties 7,098 10,239 15,348 22,804
Interest 1,899 1,336 3,171 1,336
---------- ---------- ---------- ----------
1,131,913 1,350,338 1,951,772 2,570,314
---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES (321,919) (430,013) (510,229) (714,786)
INCOME TAX BENEFIT
(EXPENSE) - CURRENT --- --- --- ---
---------- ---------- ---------- ----------
NET LOSS $ (321,919) $ (430,013) $ (510,229) $ (714,786)
========== ========== ========== ==========
NET LOSS PER SHARE $ (.20) $ (.31) $ ( .32) $ (.51)
========== ========== ========== ==========
Average number of shares of
Common Stock outstanding 1,622,000 1,401,000 1,609,000 1,401,000
========== ========== ========== ==========
See accompanying notes to consolidated financial statements
Page 4 of 11
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LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (510,229) $ (714,786)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 37,969 78,028
Provision for losses on accounts receivable 59,042 34,344
Issuance of stock for compensation 39,047 2,500
(Increase) decrease in assets:
Receivables 122,175 (80,989)
Inventories 34,414 132,164
Other assets (14,355) 221
Increase (decrease) in liabilities:
Trade accounts payable and accrued expenses (354,479) 268,163
------------ ------------
Net Cash Used in Operating Activities (586,416) (280,355)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment --- (118,805)
Payments received on long term notes --- ---
------------ ------------
Net Cash Used in Investing Activities --- (118,805)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable 500,000 ---
Payments on Capital Leases (5,469) ---
Proceeds from Sale of Stock 124,039 7,510
------------ ------------
Net Cash Provided from Financing Activities 618,570 7,510
------------ ------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 32,154 (391,650)
CASH AND CASH EQUIVALENTS, BEG. OF PERIOD 113,337 531,734
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 145,491 $ 140,084
============ ============
See accompanying notes to consolidated financial statements
Page 5 of 11
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LASER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three months and the six months
ended June 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. For further information, refer
to the consolidated financial statements and footnotes thereto for the year
ended December 31, 1999 included in the Company's Annual Report on Form 10-KSB
(file number 0-13316).
NOTE B - RECLASSIFICATIONS
Certain 1999 financial statement amounts have been reclassified to conform
to 2000 presentations.
NOTE C - WEIGHTED AVERAGE SHARES
Loss per common share is computed using the weighted average number of
common shares outstanding. Common equivalent shares consist of the Company's
stock options and are considered to be antidilutive common stock equivalents,
determined using the treasury stock method.
NOTE D - Supplemental Cash Flow Information
Actual cash paid for interest and income taxes are as follows:
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
------- ------- ------- -------
Interest $ 1,899 $ 1,336 $ 3,171 $ 1,336
------- ------- ------- -------
Income Taxes $ --- $ --- $ --- $ ---
------- ------- ------- -------
Page 6 of 11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well as
assumptions made by, and information currently available to, management. Such
statements reflect the current view of the Company respecting future events and
are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted throughout the document. Although the Company has
attempted to identify important factors that could cause the actual results to
differ materially, there may be other factors that cause the forward-looking
statements not to come true as anticipated, believed, projected, expected, or
intended. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may differ
materially from those described herein as anticipated, believed, projected,
estimated, expected, or intended.
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere herein.
RESULTS OF OPERATIONS
Three months ended June 30, 2000.
Net sales for the three months ended June 30, 2000 were $807,755 as
compared to $916,374 for the same period in 1999, a decrease of $108,619 or 12%.
This decrease was the result of a decreased demand for medical products and to a
lesser extent to product, product support and service credits granted to foreign
distributors of medical products.
Cost of products sold for the three months ended June 30, 2000 was $767,762
as compared to $850,725 for the same period in 1999, a decrease of $82,963 or
10%. As a percentage of Company net sales, cost of products sold was 95% for
the three months ended June 30, 2000 as compared to 93% for the same period in
1999. The change in the cost of products sold and the increase as a percentage
of net sales was primarily the result of the decrease in medical sales.
Selling, general, and administrative expenses for the three months ended
June 30, 2000 were $285,882 as compared to $345,911 for the same period in 1999,
a decrease of $60,029 or 17%. This decrease in selling, general, and
administrative expenses was a result of decreases in marketing, advertising and
general administrative expenses which was partially offset by an increase in the
Company's accrual for doubtful accounts and to increased bad debt expenses
resulting from the repossession of a medical system by the Company.
Research and development expenditures for the three months ended June 30,
2000 were $69,272 as compared to $142,127 for the same period in 1999, a
decrease of $72,855 or 51%. This decrease was primarily a result of the Company
narrowing its product development focus to that of medical laser systems and to
the product needs of certain of its OEM laser product customers.
Page 7 of 11
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Royalty expenses decreased from $10,239 for the three months ended June 30,
1999 to $7,098 for the same period in 2000, a decrease of $3,141 or 31%.
Interest income and other revenue decreased from $3,951 for the three
months ended June 30, 1999 to $2,239 for the same period of 2000, a decrease of
$1,712 or 43%.
The Company recognized a net loss for the three months ended June 30, 2000
of $321,919 or $.20 per share compared to a net loss of $430,013 or $.31 per
share for the same period in 1999, an improvement of $108,094 or $.11 per share.
This improvement was primarily a result of decreases in selling, general,
administrative and research and development expenses which were partially offset
by decreases in net sales.
Six months ended June 30, 2000.
Net sales for the six months ended June 30, 2000 were $1,437,895 as
compared to $1,846,650 for the same period in 1999, a decrease of $408,755 or
22%. A decrease in product demand resulted in decreased laser products and
service sales totaling $244,062 for the six months ended June 30, 2000 as
compared with the same period of 1999 although that decrease all occurred during
the first quarter of 2000. Medical sales also decreased by $164,693 for the six
months ended June 30, 2000 as compared to the same period of 1999. This decrease
was the result of decreased product demand for medical products and to credits
issued to foreign distributors for product, product support and services.
Cost of products sold for the six months ended June 30, 2000 was $1,325,142
as compared to $1,682,189 for the same period in 1999, a decrease of $357,047 or
21%. As a percentage of Company net sales, cost of products sold was 92% for
the six months ended June 30, 2000 as compared to 91% for the same period in
1999. The change in the cost of products sold and the increase as a percentage
of net sales was primarily the result of the effects of the decrease in sales.
Selling, general, and administrative expenses for the six months ended June
30, 2000 were $485,274 as compared to $593,565 for the same period in 1999, a
decrease of $108,291 or 18%. This decrease in selling, general, and
administrative expenses was a result of decreases in marketing, advertising,
general, and administrative expenses which was partially offset by an increase
in the Company's accrual for doubtful accounts and to increased bad debt
expenses resulting from the repossession of a medical system by the Company.
Research and development expenditures for the six months ended June 30,
2000 were $122,837 as compared to $270,420 for the same period in 1999, a
decrease of $147,583 or 55%. This decrease was primarily a result of the Company
narrowing its product development focus to that of medical laser systems and to
the product needs of certain of its OEM laser product customers.
Royalty expenses decreased from $22,804 for the six months ended June 30,
1999 to $15,348 for the same period in 2000, a decrease of $7,456 or 33%.
Page 8 of 11
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Interest income and other revenue decreased from $8,878 for the six months
ended June 30, 1999 to $3,648 for the same period of 2000, a decrease of $5,230
or 59%.
The Company recognized a net loss for the six months ended June 30, 2000 of
$510,229 or $.32 per share compared to a net loss of $714,786 or $.51 per share
for the same period in 1999, an improvement of $204,557 or $.19 per share. This
improvement was primarily a result of decreases in selling, general,
administrative and research and development expenses which were partially offset
by decreases in net sales.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2000, the Company had working capital of $187,692 as compared
to $3,948 at December 31, 1999, an increase of $183,744. This increase in
working capital was primarily a result of cash proceeds received from two
convertible notes payable totaling $500,000 and by the sale of the Company's
stock in the amount of $124,039 during the six months ended June 30, 2000. This
was partially offset by the Company's net loss from operations for the six
months ended June 30, 2000.
Cash equivalents at June 30, 2000 were $145,491 as compared to $113,337 on
December 31, 1999, an increase of $32,154 or 28%. This increase in cash
equivalents was primarily a result of cash proceeds received from two
convertible notes payable totaling $500,000 and by the sale of the Company's
stock in the amount of $124,039 during the six months ended June 30, 2000. This
was partially offset by the Company's net loss from operations for the six
months ended June 30, 2000. The Company is continuing to explore other sources
for additional capital but has not entered into any agreements for additional
sources of borrowing or capital other than that which has already been received
through the convertible notes and the sale of the Company's stock.
Page 9 of 11
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PART II. OTHER INFORMATION
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held May 25, 2000.
Proxies for the meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934. At the meeting, the following matters were
submitted to a vote of the Company's shareholders:
(1) Election of four (4) directors
(2) Approve selection of Tanner + Co. as the independent certified
public accountants of the Company for the fiscal year ending
December 31, 2000.
The votes cast for or withheld, as well as the number of abstentions and
broker non-votes, as to each matter, including a separate tabulation with
respect to each nominee for office, were as follows:
PROPOSAL 1: ELECTION OF DIRECTORS:
Withhold
For Authority Abstention
--------- --------- ----------
B. Joyce Wickham 1,316,970 21,225 ---
Rod O. Julander 1,316,970 21,225 ---
Mark L. Ballard 1,316,970 21,225 ---
Reinhardt Thyzel 1,316,970 21,225 ---
PROPOSAL 2: APPROVE SELECTION OF TANNER + CO.:
For Against Abstention
--------- ------- ----------
1,307,688 20,500 86,812
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit 4.1 - Convertible Promissory Note, payable to
Dr. Jack Dodick, by the Company
Page 10 of 11
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SIGNATURES
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.
LASER CORPORATION
Date: August 11, 2000 /s/ B. Joyce Wickham
---------------------- ----------------------------------
B. Joyce Wickham
President, Chief Executive Officer
Treasurer and Director
Date: August 11, 2000 /s/ Reo K Larsen
---------------------- ----------------------------------
Reo K Larsen
General Accounting Manager
Page 11 of 11
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Exhibit 4.1
CONVERTIBLE NOTE
$250,000 May 18, 2000
Laser Corporation, a Utah corporation ("Laser"), for value received, hereby
promises to pay to the order of Dr. Jack Dodick or his successors and assigns
(collectively "Payee"), in lawful money of the United States at the address of
Payee set forth below, the principal sum of Two Hundred Fifty Thousand and
No/100 Dollars ($250,000), together with interest on the unpaid principal at the
simple rate of 7% per annum. The principal balance of $250,000 plus all accrued
but unpaid interest shall be paid in full on May 18, 2002.
Interest shall be computed on the basis of a 360-day year and actual days
elapsed.
Subject to the provisions of this Note, Payee has the right at his option
to convert, from time to time prior to maturity all or part of the principal
amount and any amounts of accrued but unpaid interest hereof into the $0.05 par
value common stock (the "Common Stock") of Laser at the conversion price of
$5.00 for one share of Common Stock. Conversion hereunder by Payee shall take
place at the offices of Laser in Salt Lake City, Utah, 1:00 p.m., on the second
day following actual receipt of notice by Laser of Payee's intent to convert.
Upon such conversion and as a condition thereto, Payee shall surrender this Note
evidencing the remaining obligation of Laser, if any. Upon conversion of any
portion constituting less than all of the principal amount hereof and any
amounts of accrued but unpaid interest, Laser shall issue a new Note, with
identical terms and conditions as this Note except the date of issue, for the
original principal amount hereof not converted.
It is understood and agreed that the shares of Common Stock issued upon
conversion as described above, shall be restricted securities as defined by the
Securities Act of 1933.
In the event any changes are made to the Common Stock (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares or change in corporate
structure), this Note shall, after such change, be convertible into the kind and
number of shares of stock or other securities or property of the corporation or
otherwise to which Payee would have been entitled immediately prior to such
change had he converted this Note into Laser Common Stock. If any of the
foregoing adjustments shall result in a fractional share, the fraction shall be
rounded to the nearest share.
In the event of a change in the Laser Common Stock as currently
constituted, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of this Note. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by and in the sole discretion of the Company's Board of Directors, whose
determination in that respect shall be final, binding and conclusive.
1
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In case of any capital reclassification or reorganization, any
consolidation or merger of Laser with or into another corporation (other than a
merger with a subsidiary after which Laser is the continuing corporation and
which does not result in any reclassification, capital reorganization or other
change of outstanding stock) or any sale or conveyance to another corporation of
the assets of Laser as an entirety or substantially as an entirety, Laser, as a
condition precedent to such transaction, shall cause effective provision to be
made so that the Payee shall have the right thereafter, by exercising the
conversion rights hereunder to purchase the kind and amount of securities and/or
other property receivable upon such reclassification, reorganization,
consolidation, merger, sale, lease or conveyance as if the Payee had exercised
the conversion rights in full immediately prior to such reclassification,
reorganization, consolidation, merger, sale or conveyance. Any such provision
shall include provision for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Note, including this
paragraph. If, as a result of an adjustment made pursuant to this paragraph,
the Payee shall become entitled to receive shares of two or more classes of
capital stock of the Company or any other corporation or entity, the board of
directors or other governing body if there be no board of directors therefore
(whose determination shall be conclusive) shall determine the allocation of the
adjusted conversion price between or among shares of such classes of capital
stock. In the event of any subsequent adjustments to the conversion price, such
adjustments shall be made separately to the portion of the price so allocated to
each of such classes of capital stock. The foregoing provisions of this
paragraph, similarly apply to successive reclassifications, capital
reorganizations, consolidations and mergers.
No provision of this Note shall alter or impair the obligation of the
Laser to pay the principal of and interest on this Note at the place, at the
time, and the rate herein prescribed, provided, however, that the conversion
into Common Stock of the principal amount shall discharge all obligations to pay
the principal amount so converted.
If payment on this Note shall become due on a Saturday, Sunday or public
holiday under the laws of the State of Utah, such payment shall be made on the
next succeeding business day and such extension of time shall be included in
computing interest in connection with such payment.
Immediately upon the occurrence of an "Event of Default" (as defined
below), Payee may, at its option, declare immediately due and payable the entire
unpaid principal amount of this Note, together with all interest thereon, plus
any other amounts payable at the time of such declaration pursuant to this Note.
An Event of Default shall be defined as each of the following:
(i) failure of Laser to make any payment of interest and/or principal
within 10 days after a notice of default is received by Laser;
(ii) Laser shall admit in writing its inability to pay its debts as they
become due, shall make a general assignment for the benefit of
creditors or shall file any petition for action for relief under any
bankruptcy, reorganization, insolvency or moratorium law, or any
other law or laws for the relief of, or relating to, debtors; or
2
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(iii) an involuntary petition shall be filed against Laser under any
bankruptcy, reorganization, insolvency or moratorium law, or any
other law or laws of for the relief of, or relating to, debtors
unless such petition shall be dismissed or vacated within 30 days
of the date hereof.
If Payee should institute collection efforts, of any nature whatsoever, to
attempt to collect any and all amounts due hereunder upon the default of Laser,
Laser shall be liable to pay to Payee all reasonable costs and expenses of
collection incurred by Payee, including, without limitation, reasonable
attorneys' fees, whether or not suit or other action or proceeding be instituted
and specifically including but not limited to collection efforts that may be
made through a bankruptcy court.
If, for any reason, performance of any provisions of the Note, at the time
performance of such provision shall be due, shall involve exceeding the highest
lawful rate of interest prescribed by the law controlling the Note, then, ipso
facto, the obligations to be performed shall be reduced to the highest lawful
rate. If, for any reason, Payee shall receive as interest an amount which would
exceed the highest lawful rate, such amount which would be excessive interest
shall be applied immediately and automatically to the reduction of the unpaid
balance of the principal amount and not to payment of interest. The provisions
of this paragraph shall control every other provision of this Note.
This Note shall be governed by and construed and interpreted in accordance
with the laws of the State of Utah.
Any notice or other communication, except for payment hereunder, required
or permitted hereunder shall be in writing and shall be deemed to have been
given upon delivery if personally delivered or one day after deposit if
deposited in the United States mail for mailing by overnight mail, postage
prepaid, and addressed as follows:
If to Laser: Laser Corporation
2417 South 3850 West
Salt Lake City, UT 84120
If to Payee: Dr. Jack Dodick
535 Park Avenue
New York, New York 10021
3
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IN WITNESS WHEREOF, the parties hereto have executed this Note as of the
day and year first above written and agree to the terms and conditions herein.
Any payment shall be deemed made upon receipt by Payee.
OBLIGOR: LASER CORPORATION
By: /s/ B. Joyce Wickham
---------------------------
531161
4
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