<PAGE>1 PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICAN SHARED HOSPITAL SERVICES
____________________________________________________________________________
(Name of Issuer)
COMMON STOCK
___________________________________________________________________________
(Title of Class of Securities)
029595105
_________________________________________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS LLP
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
___________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 13, 1995
_____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
<PAGE>2 PAGE 2
SCHEDULE 13D
CUSIP No. 029595105
_________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LION ADVISORS, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
OO
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 384,195 SHARES OF COMMON STOCK (INCLUDES 80,051 SHARES
SHARES ISSUABLE UPON THE CONVERSION OF WARRANTS)
BENEFICIALLY __________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH __________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 384,195 SHARES OF COMMON STOCK (INCLUDES 80,051 SHARES
ISSUABLE UPON THE CONVERSION OF WARRANTS)
__________________________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,195 SHARES OF COMMON STOCK (INCLUDES 80,051 SHARES ISSUABLE UPON
THE CONVERSION OF WARRANTS)
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%**
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes 4,244,401 shares of Common Stock outstanding as reported
by American Shared Hospital Services on November 8, 1995.
<PAGE>
<PAGE>3 PAGE 3
SCHEDULE 13D
CUSIP No. 029595105
_________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIF II, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
OO
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 170,752 SHARES OF COMMON STOCK (INCLUDES 35,578 SHARES
SHARES ISSUABLE UPON THE CONVERSION OF WARRANTS)
BENEFICIALLY __________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING __________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 170,752 SHARES OF COMMON STOCK (INCLUDES 35,578 SHARES
ISSUABLE UPON THE CONVERSION OF WARRANTS)
__________________________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,752 SHARES OF COMMON STOCK (INCLUDES 35,578 SHARES ISSUABLE UPON
THE CONVERSION OF WARRANTS)
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%**
___________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes 4,244,401 shares of Common Stock outstanding as reported by
American Shared Hospital Services on November 8, 1995.
<PAGE>
<PAGE>4 PAGE 4
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 1 supplements and amends the Statement to Schedule
13D dated May 17, 1995 (as so amended to date, the "Schedule 13D").
Item 4. Purpose of Transaction.
______ ______________________
Item 4 is hereby amended by adding the following immediately prior to
the last paragraph thereof:
The Reporting Persons received additional shares of the Common
Stock and Warrants pursuant to Section 1.1 of the Note Purchase Agreement
on November 13, 1995. The Note Purchase Agreement states that, if the
Company issues additional equity to Dr. Bates as described in the letter
agreement dated May 5, 1995 (the "Letter Agreement") among the Company,
Apollo and SunAmerica (the "Additional Issuance") after the Closing Date,
the Company shall, in consideration for the Notes purchased, concurrently
issue to each holder such additional number of shares of Common Stock and
Warrants so that each holder thereafter holds the same percentage of the
outstanding Common Stock (assuming full exercise of the Warrants). The
Company entered into an Option Agreement with Dr. Bates which was approved
by the Company's shareholders on October 6, 1995 and is attached as Exhibit
B to the Company's Proxy Statement, dated August 25, 1995. The Option
Agreement grants Dr. Bates the right to purchase for an initial exercise
price of $0.01 per share 1,495,000 shares of Common Stock in consideration
of Dr. Bate's continued services to the Company and his personal guarantee
of $6,500,000 of indebtedness of the Company. The Note Purchase Agreement
obligates the Company to issue an additional 374,000 shares of Common Stock
and Warrants to acquire 98,000 shares of Common Stock (an aggregate of
472,000 shares of Common Stock) to former holders, including the Reporting
Persons if the shareholders approved the Option Agreement. The purpose of
such provision is to enable the former noteholders, including the Reporting
Persons to maintain their proportionate ownership of the fully diluted
outstanding shares of Common Stock. Pursuant to such provision the
Reporting Persons received in the aggregate, an additional 137,724 shares
of Common Stock plus an additional 36,088 Warrants.
<PAGE>
<PAGE>5 PAGE 5
The foregoing response to this Item 4 is qualified in its
entirety by reference to the Note Purchase Agreement and the Letter
Agreement the full texts of which are filed as Exhibit 1 and Exhibit 4
hereto and incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer.
______ ____________________________________
Item 5 is hereby amended and restated in its entirely as follows:
The responses to Items 3 and 4 are incorporated herein by this
reference.
The Reporting Persons acquired beneficial ownership of the shares
of the Common Stock and the Warrants described in this Statement on
Schedule 13D pursuant to (i) the Note Purchase Agreement and the Letter
Agreement and the distribution of shares of the Common Stock and the
Warrants thereunder and (ii) the shareholders approval of the additional
issuance of shares of Commons Stock and Warrants to Dr. Bates at the
October 6, 1995 shareholders meeting.
(a) Lion Advisors indirectly beneficially owns 304,144 shares of
the Common Stock (including 80,051 Warrants) or 8.9% of the Common Stock
outstanding. AIF beneficially owns 135,174 shares of the Common Stock
(including 35,578 Warrants) or 4.0% of the Common Stock outstanding. The
Reporting Persons beneficially own, in the aggregate, 554,947 shares of the
Common Stock (including 115,629 Warrants) or 12.7% of the Common Stock
outstanding. Beneficial ownership of such shares was acquired as described
in Item 4.
(b) The number of shares of the Common Stock as to which there
is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition for the Reporting Persons is set
forth in the cover pages and such information is incorporated herein by
this reference.
(c) Except as disclosed in Item 4 herein, there have been no
reportable transactions with respect to the Common Stock within the last 60
days by the Reporting Persons.
(d) Subject to the terms of the Investment Management Agreement,
the Reporting Persons have the sole right to receive dividends from, or the
proceeds from the sale of, the securities reported hereon.
(e) Not applicable.
<PAGE>
<PAGE>6 PAGE 6
Item 7. Material to be Filed as Exhibits.
______ ________________________________
(1) *The Note Purchase Agreement, dated as of May 12, 1995.
(2) *Form of Common Stock Purchase Warrant, dated as of May 17,
1995.
(3) *The Registration Rights Agreement, dated as of May 17,
1995.
(4) Letter Agreement, dated as of May 5, 1995.
* Filed as exhibits to the Statement on Schedule 13D, dated May 17, 1995.
<PAGE>
<PAGE>7 PAGE 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct and agree that this statement may be filed jointly
with AIF II, L.P.
Dated: November 13, 1995
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
_____________________________________________________
Name: Michael D. Weiner
Title: Vice President, Lion Capital Management, Inc.
<PAGE>
<PAGE>8 PAGE 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct and agree that this statement may be filed jointly
with Lion Advisors, L.P.
Dated: November 13, 1995
AIF II, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
________________________________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital Management, Inc.
<PAGE>
<PAGE>9 PAGE 9
EXHIBIT INDEX
_____________
(1) *The Note Purchase Agreement, dated as of May 12, 1995.
(2) *Form of Common Stock Purchase Warrant, dated as of May 17, 1995.
(3) *The Registration Rights Agreement, dated as of May 17, 1995.
(4) Letter Agreement, dated as of May 5, 1995.
* Filed as exhibits to the Statement on Schedule 13D, dated May 17, 1995.
<PAGE>10
EXHIBIT 4
_________
LETTER AGREEMENT
May 5, 1995
American Shared Hospital Services
Four Embarcadaro Center, Suite 3620
San Francisco, California 94111
Attention: Dr. Ernest A. Bates, M.D.
Chairman and Chief Executive Officer
Re: Senior Subordinated Exchangeable Reset
Note Due October 15, 1996 (the "Notes") of
American Shared Hospital Services ("ASHS")
___________________________________________
Dear Dr. Bates:
Thank you for forwarding a copy of the letter you received from DVI
Business Credit earlier today (the "DVI Letter"). Based on the progress
represented by the revised offer to purchase our Notes (the "Revised
Offer"), the DVI Letter and our subsequent discussions, affiliates of
Apollo Advisors, L.P. and Lion Advisors, L.P. (collectively "Apollo") and
affiliates of SunAmerica Inc. (collectively "SunAmerica") who collectively
hold approximately 96% of the outstanding Notes are willing to pursue &
transaction pursuant to which ASHS would purchase our Notes, subject to the
following terms and conditions:
1) The Notes shall be purchased for consideration consisting of (a)
cash in the following amounts: SunAmerica, $2,098,372.45;
Apollo, $1,433,465.15; Grace Brothers, Ltd., $343,864.65; and
James B. Upchurch, $16,978.32, and (b) duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock and
warrants (the "Warrants") to purchase shares of Common Stock (in
such case, allocated pro rata based on the dollar amounts
specified in clause (a) above) representing, in the aggregate,
20% and 5%, respectively, of the number of shares of Common Stock
to be outstanding after (i) consummation of the purchase of the
Notes, (ii) the issuance of shares to General Electric Medical
System ("GE") pursuant to the modified GE warrant, (iii) the
issuance of additional equity to various persons as set forth in
Schedule A (the "Additional Issuance"), and (iv) the exercise of
<PAGE>
<PAGE>11
American Shared Hospital Services
May 5, 1995
Page 11
the Warrants; provided, that if the Additional Issuance has not
occurred on or prior to the purchase of the Notes, in lien of
issuing the number of shares of Common Stock to holders of Notes
called for by this clause (iii) on the date the Notes are
purchased, ASHS may enter into an agreement, in form and
substance reasonably satisfactory to us, providing for the
issuance of additional duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock and Warrants to the
undersigned concurrently with each Additional Issuance in order
to give affect to the provisions of this clause (iii). The
Warrants issued pursuant to clause (b) above shall be immediately
exercisable upon the payment of an exercise price initially equal
to $0.75.
2) On or before May 12, 1995, ASHS shall execute and deliver
documentation, in form and substance reasonably satisfactory to
us with respect to the purchase of the Notes and to the other
transactions contemplated hereby, including (without limitation),
an agreement, in form and substance reasonably satisfactory to
us, to extend the termination date of that certain Exchange
Agreement, dated February 14, 1995 (the "Exchange Agreement"), to
the earlier of (i) the closing of the purchase of our Notes; and
(ii) May 25, 1995 or such earlier date on or after May 15, 1995
designated by Apollo and SunAmerica in a written notice to ASHS.
3) On or before May 17, 1995, ASHS shall have received (i) all
consents and approvals required to consummate the purchase of the
Notes and the other transactions contemplated hereby, and (ii)
letters of withdrawal or resignation from the Board of Directors
of ASHS from each of Ms. Pang and Messrs. French, Hills, Spector
and Upchurch.
4) Such purchase of the Notes must be consummated on or before May
17, 1995.
5) On or before May 12, 1995, ASHS shall, have caused Dr. Ernest A.
Bates, M.D. to
(a) enter into agreements, in form and substance reasonably
satisfactory to us, pursuant to which he shall agree: (i)
not to revoke any proxy granted in connection with the April
7, 1995 shareholders meeting and all adjournments thereof;
and (ii) to cause ASHS to reconvene the April 7, 1995
shareholders meeting on May 18, 1995 and take the
shareholders vote and all related actions with respect to
the matters described in ASHS's proxy statement dated,
February 14, 1995 (the "Proxy Statement"); and
<PAGE>
<PAGE>12
American Shared Hospital Services
May 5, 1995
Page 12
(b) grant Apollo and SunAmerica an irrevocable proxy, in form
and substance reasonably satisfactory to us, that will
permit us to reconvene the April 7, 1995 shareholders
meeting (including all adjournments thereof) and to take the
shareholder vote with respect to, and vote such shares of
Common Stock in favor of, the matters described in the Proxy
Statement if there is any breach or default under the
agreements entered into pursuant to clause (a) above or of
the covenants of ASHS contained in the penultimate paragraph
of this letter. Such proxy may not be used for any other
purpose and will terminate (x) immediately, if the proxy is
used for other purpose, or (y) on May 25, 1995 if the
transactions contemplated by the Exchange Agreement have
been consummated. Our exercise of the proxy will constitute
our agreements to waive any remaining conditions to our
performance under the Exchange Agreement so long as the
transactions contemplated by the Exchange Agreement are
consummated on or before May 25, 1995.
(c) Upon its execution and delivery thereof, ASHS will pay a
retainer in the amount of $19,500 to Skadden, Arps, Slate,
Meagher & Flom, counsel to Apollo and SunAmerica ("SASM&F")
for fees and expenses relating to services to be provided by
SASM&F. ASHS shall pay all other fees and expenses of
SASM&F (including by application of any unused portion of
the retainer described above) and all fees and expenses of
Sidley & Austin, counsel to ASHS, no later than the closing
of the purchase of our Notes.
In connection with the foregoing, and upon consummation of the purchase
of the Notes as contemplated hereby, we will enter into agreements
reasonably acceptable to us, pursuant to which we will agree to (i) be
subject to a hold period of up to four months with respect to the shares of
Common Stock to be received by us; provided that ASHS agrees, pursuant to
documentation in form and substance reasonably satisfactory to us, to file
and cause to become effective and remain effective for a period of at least
three consecutive years, no later than four months after the closing of the
purchase of our Notes, a shelf registration statement for such shares of
Common Stock, the Warrants and the shares of Common Stock issuable upon
exercise of such Warrants, (ii) deliver duly executed consents with respect
to our Notes substantially in the form of Exhibit A to the Exchange
Agreement, and (iii) vote the shares of Common Stock issued to us as part
of the consideration for the purchase of our Notes in favor of the
Additional Issuances. If ASHS purchases our Notes, none of Ms. Pang and
Messrs. French, Hills, Spector and Upchurch shall be elected to or serve on
ASHS's Board of Directors.
<PAGE>
<PAGE>13
American Shared Hospital Services
May 5, 1995
Page 13
Nothing contained in this letter is intended to confer any rights or
remedies under or by reason of this letter on any person or entity other
than the parties hereto, nor is anything in this letter intended to relieve
or discharge the obligation or liability of any third party to any party to
this letter, nor shall any provision give any third party any right of
subrogation or action over against any party to this letter.
Apollo and SunAmerica may (a) withdraw this letter by notice to ASHS at
any time prior to receiving a signed copy hereof and (b) terminate their
obligations under this letter by written notice to ASHS at any time after
(i) any default or other breach by ASHS hereunder or (ii) ASHS fails to
satisfy any condition contained herein.
Your acceptance of this letter shall serve as your agreement to execute
any and all documents and to perform any and all acts and things necessary
or proper to carry out, effectuate or further evidence the terms and
provisions of this letter and the agreements contemplated hereby, to cause
the conditions herein and therein to be satisfied, and to make effective
the transactions contemplated hereby and thereby.
Your acceptance of this letter shall also serve as your acknowledgement
and agreement that irreparable harm, for which there may be no adequate
remedy at law and for which the ascertainment of damages would be
difficult, would occur in the event any of the provisions of this letter,
the Exchange Agreement or any of the agreements or transactions
contemplated hereby or thereby were not performed in accordance with their
specific terms or were otherwise breached. Consequently, by such
acceptance, you hereby agree that each party to this letter and to the
Exchange Agreement shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this letter, the Exchange Agreement
or any agreement or transaction contemplated hereunder or thereunder and to
enforce specifically the terms and provisions hereof or thereof in any
court of the United States or any state thereof having jurisdiction, in
each instance without being required to post bond or other security and in
addition to, and without having to prove the inadequacy of, other remedies
at law.
Nothing herein constitutes a waiver of any defaults or an agreement to
forbear in the exercise of our rights and remedies.
Your acceptance of this letter shall serve as your agreement to
reconvene the April 7, 1995 shareholders meeting on May 18, 1995 and to
take the shareholders vote and all related actions with respect to the
matters described in the Proxy Statement as we may deem reasonably
necessary to consummate the transactions contemplated hereby.
If the foregoing terms are acceptable to you, please sign and return
two (2) original copies of this letter to Robert W. Kulles of Skadden,
<PAGE>
<PAGE>14
American Shared Hospital Services
May 5, 1995
Page 14
Arps, Slate, Meagher & Flom on or before 5:00 p.m. Los Angeles time on
Friday, May 5, 1995. If we have not received such copies by such time,
this offer will automatically expire.
Sincerely,
AIF II, L.P.
By: Apollo Advisors, L.P.
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: ________________________________________________
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: ________________________________________________
<PAGE>
<PAGE>15
American Shared Hospital Services
May 5, 1995
Page 15
If the foregoing terms are acceptable to you, please sign and return
two (2) original copies of this letter to Robert W. Kulles of Skadden,
Arps, Slate, Meagher & Flom on or before 5:00 p.m. Los Angeles time on
Saturday, May 6, 1995. If we have not received such copies by such time,
this offer will automatically expire.
Sincerely,
AIF II, L.P.
By: Apollo Advisors, L.P.
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: _____________________________________________________
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: _____________________________________________________
<PAGE>
<PAGE>16
American Shared Hospital Services
May 5, 1995
Page 16
LION ADVISORS, L.P.,
on behalf of an account under management
By: Lion Capital Management, Inc.
General Partner
By: ___________________________________________________
SUN LIFE INSURANCE COMPANY OF AMERICA
By: ___________________________________________________
SUNAMERICA, INC.
By: ____________________________________________________
ACCEPTED AND AGREED:
AMERICAN SHARED HOSPITAL SERVICES
By: ______________________________
<PAGE>
<PAGE>17
American Shared Hospital Services
May 5, 1995
Page 17
LION ADVISORS, L.P.,
on behalf of an account under management
By: Lion Capital Management, Inc.
General Partner
By: ___________________________________________________
SUN LIFE INSURANCE COMPANY OF AMERICA
By: ___________________________________________________
SUNAMERICA, INC.
By: ___________________________________________________
ACCEPTED AND AGREED:
AMERICAN SHARED HOSPITAL SERVICES
By: ______________________________
<PAGE>
<PAGE>18
AMERICAN SHARED HOSPITAL SERVICES
RESTRUCTURE
___________
SHARES
POTENTIAL SHARES
AT CLOSING DEPENDENT UPON
_____________________________ SHAREHOLDER VOTE
_________________
Bondholders 812 20,00% 1123 20,00%
__________ 1882 45,47% 1002 31,22%
EAB 1100 20,04% 2684 45,00%
GE 225 5,40% 225 3,77%
____ ______ ____ _______
Total 4005 100,00% 100,00%
________
_________ 200 5.01% 314 500%
1 Additional 164,000 ________ shares _______ s_________ $10,000
common shares ______ to Bondholders.
2 Warrants to purchase minimum shares at 8.75 per common shares
3 Additional 1,485,000 shares will be ______ by common shares or
options to purchaser 1,485,000 common shares at $.01 per common share
NOTE: a new option plan not to exceed 5% of the outstanding fully _______
common shares will be established for management and other employees.
The employees ______ of ________ option will be the market place at
_______________. ___________ is excluded from the now option plans.
