<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
MIDLAND HOLLAND INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Without Par Value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
595753G-109
- ------------------------------------------------------------------------------
(CUSIP Number)
Tom S. Kusumoto
Suite 613, 375 Water Street, Vancouver, British Columbia, Canada V6B 5C6
Telephone: (604) 689-7565
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 22, 1999
- ------------------------------------------------------------------------------
(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 [ ].
<PAGE> 2
Page 2 of 6 Pages
CUSIP NO. 595753G-109
- ------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Pacific Mercantile Company Limited
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6) Citizenship or Place of Organization
Province of Alberta, Canada
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(7) Sole Voting Power
Number of
Shares Bene- 2,245,219
--------------------------------------------------
(8) Share Voting Power
ficially
Owned by - 0 -
--------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person 2,245,219
--------------------------------------------------
(10) Share Dispositive Power
With
- 0 -
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,245,219
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.53%
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14) Type of Reporting Person
CO
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<PAGE> 3
Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This amendment No. 3 to Schedule 13D ("Amendment No. 3") relates to shares of
common stock without par value of Midland Holland Inc. ("Midland"), a
corporation organized under the laws of Canada. This Amendment No. 3 amends
the Schedule 13D of Pacific Mercantile Company Limited ("Pacific Mercantile")
and Cross Creek Finance Group Ltd. dated March 13, 1998 (the "Schedule 13D"),
as amended by amendment No. 1 to the Schedule 13D dated August 18, 1998 and by
amendment No. 2 to the Schedule 13D dated June 4, 1999 ("Amendment No. 2").
The principal executive office of Midland is located at Suite 613, 375 Water
Street, Vancouver, British Columbia, Canada, V6B 5C6. This Amendment No. 3 is
being filed by Pacific Mercantile to report a change in the number of common
shares held by Pacific Mercantile since the date of Amendment No. 2.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Pacific Mercantile, a company organized
under the laws of the Province of Alberta, Canada. The principal executive
offices of Pacific Mercantile are located at Suite 613, 375 Water Street,
Vancouver, British Columbia, Canada, V6B 5C6. Pacific Mercantile engages in
financing, merchant banking and investing activities.
The following table lists the name, citizenship, principal business address
and principal occupation of the executive officers and directors of Pacific
Mercantile.
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION CITIZENSHIP
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tom S. Suite 613, 375 Water Street, Managing Director and President of Pacific Canadian
Kusumoto Vancouver, British Columbia, Mercantile; Director and President of Midland;
Canada V6B 5C6 Securities Analyst of Mercury Partners
& Company Ltd.
- ----------------------------------------------------------------------------------------------------------------
Tian R. Suite 613, 375 Water Street, Director, Vice-President and Secretary of Pacific Canadian
Kusumoto Vancouver, British Columbia, Mercantile; Director and Secretary of Midland;
Canada V6B 5C6 President of TRK Investment Corporation; Director,
President and Secretary of Guardian Bancorp Ltd.
- ----------------------------------------------------------------------------------------------------------------
Lance Eng Suite 613, 375 Water Street, Director of Pacific Mercantile; Corporate Finance Canadian
Vancouver, British Columbia, Senior Consultant of Arthur Anderson (Singapore);
Canada V6B 5C6 Investment Banker of Development Bank of
Singapore.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
During the last five years, neither Pacific Mercantile nor, to the knowledge
of Pacific Mercantile, any of its officers or directors, have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have they been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding were or are subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
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Page 4 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pacific Mercantile used its working capital to purchase common shares of
Midland on the market, pursuant to a rights offering of Midland and pursuant
to a standby agreement relating to the rights offering between Midland and
Pacific Mercantile.
ITEM 4. PURPOSE OF TRANSACTION.
Pacific Mercantile acquired common shares of Midland for investment purposes.
Other than as described above, neither Pacific Mercantile nor, to the
knowledge of Pacific Mercantile, any of its directors or executive officers,
has any plans or proposals which relate to or may result in any of the matters
listed in Items 4(a)-(j) of Schedule 13D under the Exchange Act. Pacific
Mercantile reserves the right to acquire additional securities of Midland, to
dispose of such securities at any time or to formulate other purposes, plans
or proposals regarding Midland or any of its securities, to the extent deemed
advisable in light of its general investment and trading policies, market
conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pacific Mercantile is the owner and has the sole power to direct the vote and
disposition of 2,245,219 common shares of Midland, representing approximately
49.53% of the outstanding common shares of Midland.
Pacific Mercantile has made the following acquisitions and dispositions of
common shares of Midland since the filing of Amendment No. 2:
<TABLE>
<CAPTION>
Number of Shares Aggregate
Date Acquired (Disposed) Price per Share Purchase/Sale Price
- ---- ------------------- --------------- -------------------
<S> <C> <C> <C>
November 1, 1999 756 $0.15 $163.40
November 22, 1999 244,463 $0.15 $36,669.45
November 22, 1999 1,755,537 $0.15 $263,330.55
</TABLE>
The purchase of the 756 common shares on November 1, 1999 was through market
transactions on the NASD OTC Bulletin Board in the United States. The
purchase of the 244,463 common shares on November 22, 1999 was pursuant to a
rights offering of Midland and the purchase of the 1,755,537 common shares on
November 22, 1999 was pursuant to a standby agreement which was entered into
between Midland and Pacific Mercantile with relation to the rights offering.
<PAGE> 5
Page 5 of 6 Pages
As of the date of this Amendment No. 3, there exist no agreements or
understandings between Pacific Mercantile on the one hand and any other
persons or entities on the other hand that would cause Pacific Mercantile and
such persons or entities to be a "group" within the meaning of section
13(d)(3) of the Exchange Act.
To the knowledge of Pacific Mercantile, none of its directors or executive
officers have any power to vote or dispose of any common shares of Midland,
nor did Pacific Mercantile effect any transactions in such shares during the
past 60 days, except as disclosed herein.
To the knowledge of Pacific Mercantile, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the common shares of Midland acquired by Pacific Mercantile.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the rights offering of Midland, Pacific Mercantile entered
into a standby agreement with Midland dated October 8, 1999 pursuant to which
Pacific Mercantile agreed to subscribe for up to 2,000,000 common shares of
Midland not otherwise subscribed for under the rights offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
Number Description
- ------- -----------
1 Standby Agreement between Midland Holland Inc. and
Pacific Mercantile Company Limited dated October 8,
1999
<PAGE> 6
Page 6 of 6 Pages
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.
November 22, 1999
-----------------------------------
(Date)
PACIFIC MERCANTILE COMPANY LIMITED
By:
/s/ Tom S. Kusumoto
-----------------------------------
(Signature)
Tom S. Kusumoto, President
-----------------------------------
(Name and Title)
<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
1 Standby Agreement between Midland Holland Inc. and
Pacific Mercantile Company Limited dated October 8,
1999
<PAGE> 1
Pacific Mercantile Company Limited
Suite 640 Mount Royal Place
1414 8th Street S.W.
Calgary, Alberta T2R 1J6
October 8, 1999
Midland Holland Inc.
613 - 375 Water Street
Vancouver, B.C. V6B 5C6
Attention: Alex W. Blodgett
- ----------------------------
Dear Sirs:
We understand that Midland Holland Inc. (the "Corporation") proposes to
issue to holders of its issued and outstanding common shares ("Common Shares")
rights ("Rights") to subscribe for 2,532,623 Common Shares at a price of
US$0.15 per share (the "Rights Offering"). Each holder of Common Shares will
be entitled to receive one Right for each Common Share held. One Right will
entitle the holder to purchase one Common Share at a price of US$0.15 per
share. Any holder of Common Shares who exercises his right (the "Basic
Subscription Right") to subscribe for all the Common Shares that can be
initially purchased upon exercise of all Rights issued to such holder shall be
entitled to subscribe for, at the price of US$0.15 per share, additional
Common Shares (the "Additional Subscription Privilege") in the manner to be
set forth in the rights offering circular of the Corporation dated October 8,
1999 (the "Rights Offering Circular"). The Rights shall be in form and terms
satisfactory to us, acting reasonably.
Upon and subject to the following terms and conditions, Pacific Mercantile
Company Limited (the "Standby Purchaser") hereby agrees to purchase from the
Corporation, and the Corporation hereby agrees to sell to the Standby
Purchaser, at the price of US$0.15 per share, all of the Common Shares not
otherwise purchased under the Rights Offering, including both the Basic
Subscription Right and the Additional Subscription Privilege, to a maximum of
2,000,000 Common Shares.
For the purposes of this agreement, the terms "material change", "material
fact" and "misrepresentation" shall have the respective meanings ascribed
thereto in the Securities Act (British Columbia).
The following are the terms and conditions of the agreement between the
Corporation and the Standby Purchaser:
1. The Common Shares to be issued to the Standby Purchaser hereunder shall be
duly and validly authorized and issued and shall be outstanding as fully
paid and non-assessable.
<PAGE> 2
2
2. The Corporation represents and warrants to the Standby Purchaser that it
has prepared and filed with the British Columbia Securities Commission
under the Securities Act (British Columbia) and under the applicable laws
of each of the other provinces of Canada (the Province of British Columbia
and such other provinces being collectively referred to as the "Qualifying
Provinces") a Rights Offering Circular relating to the proposed
distribution of Rights.
3. The closing of the purchase by the Standby Purchaser and sale by the
Corporation of Common Shares hereunder shall be completed at the offices
of the Corporation, at Suite 613, 375 Water Street, Vancouver, B.C. V6B
5C6 at 4:00 p.m. (Vancouver time) on the same day as closing occurs under
the Additional Subscription Privilege or at such other time and on such
other date and at such other place as the Corporation and the Standby
Purchaser may agree upon (the "Time of Closing" and "Closing Date",
respectively), provided that it shall be a condition of the Standby
Purchaser's obligations under this agreement that the Rights expire not
later than November 12, 1999, and that closing of the purchase of Common
Shares by the Standby Purchaser hereunder occur not later than November
12, 1999. At the Time of Closing on the Closing Date, there shall be
delivered by the Corporation to the Standby Purchaser:
(a) one definitive certificate representing the Common Shares to be
purchased by the Standby Purchaser hereunder registered in the name
of the Standby Purchaser or its nominee;
(b) a certificate of Montreal Trust Company of Canada, as registrar and
transfer agent for the shares of the Corporation, as to the number of
shares of each class (including Common Shares) in the capital of the
Corporation outstanding as at a date not more than three business
days prior to the Closing Date; and
(c) such further documentation as may be contemplated herein or as the
Standby Purchaser may reasonably require,
against payment by certified cheque to the Corporation of the aggregate
purchase price for the Common Shares to be purchased by the Standby
Purchaser hereunder.
4. The Corporation represents, warrants, covenants and agrees to and with the
Standby Purchaser that:
(a) at the respective times of filing and at the Time of Closing, the
Rights Offering Circular did or will, as the case may be, comply with
the requirements, if any, of the securities laws pursuant to which it
has been filed and the respective regulations thereunder; provided
that the foregoing shall not apply to any information or statements
contained in the Rights Offering Circular relating to the Standby
<PAGE> 3
3
Purchaser which the Standby Purchaser has specifically approved in
writing for inclusion in such Rights Offering Circular;
(b) the Corporation has promptly informed and will promptly inform the
Standby Purchaser in writing during the period prior to the Time of
Closing of the full particulars of any material change (actual,
anticipated, proposed or prospective, financial or otherwise) in the
assets, liabilities (contingent or otherwise), business, affairs,
operations, financial condition or capital of the Corporation and its
subsidiaries taken as a whole or of any change in any material fact
contained or referred to in the Rights Offering Circular, or any
amendment thereto, which is, or may be, of such a nature as to render
the Rights Offering Circular untrue, false or misleading in any
material respect or result in a misrepresentation therein;
(c) other than as has been publicly disclosed prior to the date hereof
and except as contemplated herein, there has been no material change
(actual, anticipated, proposed or prospective, whether financial or
otherwise) in the assets, liabilities (contingent or otherwise),
business, affairs, operations, financial condition or capital of the
Corporation and its subsidiaries taken as a whole since December 31,
1998;
(d) the Corporation will take or cause to be taken all steps as may be
necessary to ensure that the distribution of the Rights, the Common
Shares issuable upon exercise of the Rights and the Common Shares to
be purchased by the Standby Purchaser hereunder pursuant to the
Rights Offering Circular complies with all applicable securities laws
and regulations and the Corporation will use its best efforts to
cause such distribution to take place in accordance with all such
laws, regulations, rules, policies and notices;
(e) the Corporation will immediately notify the Standby Purchaser in
writing of any demand, request or inquiry by any securities
regulatory authority or other governmental or regulatory body
concerning any matter relating to the affairs of the Corporation, the
Rights Offering or any other matter contemplated by this agreement
and of the issuance, or threatened issuance, by any such authority of
any cease trading or similar order or ruling relating to any
securities of the Corporation. Any notice delivered to the Standby
Purchaser as aforesaid shall contain reasonable details of the
demand, request, inquiry, order or ruling in question;
(f) the Corporation will deliver promptly to the Standby Purchaser copies
of all correspondence which may be sent to, or received from, any
securities regulatory authority or other governmental or regulatory
body by or on behalf of the Corporation which in any way relates to
the Rights Offering or the matters contemplated by this agreement;
<PAGE> 4
4
(g) Rights certificates representing the Rights shall be delivered to
holders of Common Shares entitled to receive same promptly following
the record date for determining holders of Common Shares entitled to
receive Rights and, upon such delivery, the Rights will be validly
issued and outstanding and the holders thereof will be entitled to
the rights and privileges relating thereto described in the Rights
Offering Circular;
(h) upon the exercise of Rights in accordance with the provisions
thereof, the Common Shares issued by the Corporation in connection
therewith will be validly issued and outstanding as full paid and
non-assessable;
(i) the authorized capital of the Corporation consists of an unlimited
number of Common Shares of which there were, as at October 8, 1999,
2,532,623 Common Shares issued and outstanding. In addition, as at
October 8, 1999, there were outstanding options to purchase 120,000
Common Shares of the Corporation and outstanding warrants to acquire
an aggregate of 200,000 Common Shares;
(j) except as set forth in subsection (i) above, no person, firm or
corporation has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Corporation of any
Common Shares or other securities of the Corporation;
(k) the Corporation is not in default or breach of any contract,
agreement, indenture or other instrument to which it is a party and
which is material to the Corporation and there exists no state of
facts which, after notice or lapse of time or both, would constitute
such a default or breach;
(l) this agreement has been duly authorized, executed and delivered by
the Corporation and constitutes legal, valid and binding obligations
of the Corporation enforceable in accordance with its terms;
(m) the Corporation will cause Montreal Trust Company of Canada to
deliver to the Standby Purchaser, as soon as is practicable following
the expiry date of the Rights and as soon as is practicable following
the deadline for receipt by Montreal Trust Company of Canada of
payment of the subscription price for Common Shares to be purchased
under the Additional Subscription Privilege, details concerning the
total number of Common Shares duly subscribed and paid for under the
Basic Subscription Right and the Additional Subscription Privilege;
and
(n) the Corporation will use such reasonable best efforts as the Standby
Purchaser may reasonably request to enforce payment in respect of, or
to otherwise ensure the valid exercise of, all Rights purported to be
exercised under either the Basic Subscription Right or the Additional
Subscription Privilege.
<PAGE> 5
5
5. Whether or not the issuance of the Rights and the sale of Common Shares to
the Standby Purchaser shall be completed, all expenses of or incidental
thereto and to all matters in connection with the transactions herein set
out shall be borne by the Corporation, including, without limitation, the
expenses payable in connection with the qualification of the Rights and
Common Shares for distribution or distribution to the public, as the case
may be, the fees and expenses of counsel to the Corporation, the fees and
expenses of counsel to the Standby Purchaser and its financial advisors
and all other out-of-pocket expenses of the Standby Purchaser, including
all costs incurred in connection with the preparation, translation and
printing of the Rights Offering Circular.
6. The Corporation covenants and agrees to protect, indemnify and hold
harmless the Standby Purchaser for and on behalf of itself and for and on
behalf of and in trust for each of its directors, officers, employees and
agents from and against any and all losses, claims, damages, liabilities,
costs or expenses caused or incurred:
(a) by reason of or in any way arising, directly or indirectly, out of
any misrepresentation or alleged misrepresentation in the Rights
Offering Circular;
(b) by reason of or in any way arising, directly or indirectly, out of
any order made or inquiry, investigation or proceeding commenced or
threatened by any securities regulatory authority or other competent
authority in Canada or the United States or before or by any court,
tribunal or other authority, domestic or foreign, based upon or
relating to the offering of Rights or the sale of Common Shares to
the Standby Purchaser hereunder including, without limitation, any
actions taken or statements made by the Corporation or any investment
dealer acting on its behalf in connection with the Rights Offering or
any statement or omission or alleged statement or omission in the
Rights Offering Circular or any other document relating to the Rights
Offering; or
(c) by reason of or in any way arising, directly or indirectly, out of
any breach or default of or under any representation, warranty,
covenant or agreement of the Corporation contained herein.
The indemnification contained in this section will not apply in respect of
any losses, claims, damages, liabilities, costs or expenses caused or
incurred by reason of or arising out of any misrepresentation, order,
inquiry, investigation or other matter or thing referred to herein which
is based upon or results from any information relating solely to the
Standby Purchaser contained in the Rights Offering Circular that has been
approved by the Standby Purchaser in writing for inclusion in such Rights
Offering Circular or that results primarily from any action taken by the
Standby Purchaser which is contrary to applicable law or any published
policy of any securities regulatory authority.
<PAGE> 6
6
In the event that any claim, action, suit or proceeding, including,
without limitation, any inquiry or investigation (whether formal or
informal), is brought or instituted against any of the persons or
corporations in respect of which indemnification is or might reasonably be
considered to be provided for herein, such person or corporation (an
"indemnified party") shall promptly notify the Corporation and the
Corporation shall promptly retain counsel who shall be reasonably
satisfactory to the indemnified party to represent the indemnified party
in such claim, action, suit or proceeding, and the Corporation shall pay
all of the reasonable fees and disbursements of such counsel relating to
such claim, action, suit or proceeding.
Notwithstanding anything herein contained, neither the Corporation nor the
Standby Purchaser shall agree to any settlement of any such claim, action,
suit or proceeding unless the other has consented in writing thereto, and
the Corporation shall not be liable for any settlement of any such claim,
action, suit or proceeding unless it has consented in writing thereto.
7. The following are conditions to the Standby Purchaser's obligation to
purchase Common Shares hereunder:
(a) all documents required to be delivered to the Standby Purchaser
hereunder on or prior to the Time of Closing will have been so
delivered and will be in form and substance satisfactory to the
Standby Purchaser, acting reasonably;
(b) the representations and warranties of the Corporation contained
herein shall be true and accurate as of the Time of Closing as if
made on and as of such time;
(c) the Corporation shall have duly fulfilled and complied with all of
its respective covenants contained herein; and
(d) the Corporation will have made or obtained all necessary filings,
approvals, orders, rulings and consents of all relevant securities
regulatory authorities and other governmental and regulatory bodies
required in connection with the Rights Offering or the purchase of
Common Shares by the Standby Purchaser as contemplated in this
agreement.
8. The Corporation agrees that the conditions contained in section 7 will be
complied with so far as the same relate to acts to be performed or caused
to be performed by the Corporation, that it will use its reasonable best
efforts to cause such conditions to be complied with and that, if any of
the said conditions are not complied with, the Standby Purchaser may give
notice to the Corporation terminating the Standby Purchaser's obligations
hereunder and in such event the obligations of the Standby Purchaser
hereunder shall be at an end.
<PAGE> 7
7
9. All warranties, representations, covenants and agreements of the
Corporation contained herein or contained in any document submitted
pursuant to this agreement and in connection with the transaction of
purchase and sale herein contemplated shall survive the purchase of Common
Shares by the Standby Purchaser and continue in full force and effect
notwithstanding any investigation, inquiry or other steps which may be
taken by or on behalf of the Standby Purchaser.
10. All terms and conditions of this agreement shall be construed as
conditions, and any breach or failure to comply with any such term or
condition shall entitle the Standby Purchaser to terminate its obligations
to purchase the Common Shares by written notice to that effect given to
the Corporation prior to the Time of Closing. It is understood that the
Standby Purchaser may expressly waive in whole or in part, or extend the
time for, compliance with any of such terms and conditions without
prejudice to the rights of the Standby Purchaser in respect of any other
such term or condition of any other or subsequent breach or non-compliance
with that or any other term or condition, provided that in order to be
binding on the Standby Purchaser, any such waiver or extension must be in
writing.
11. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be delivered, in the case of the
Corporation, at its address on page 1 hereof, and in the case of the
Standby Purchaser, at Suite 640 Mount Royal Place 1414 8th Street S.W.,
Calgary, Alberta T2R 1J6.
12. Time shall be of the essence hereof.
13. Neither of the parties hereto shall issue any press release or public
announcement relating to matters provided for herein without the approval
of the other party hereto, which approval may not be unreasonably
withheld.
14. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
15. This agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia.
16. This agreement may be executed by facsimile and in any number of
counterparts, each of which shall constitute an original, and all of which
shall constitute one and the same agreement.
<PAGE> 8
8
If this letter accurately reflects the terms of the transactions which we
are to enter into and if such terms are agreed to, please communicate
acceptance by executing where indicated below and delivering to the Standby
Purchaser two copies of this letter on or before 4:00 p.m. on October 8, 1999.
Yours very truly,
PACIFIC MERCANTILE COMPANY LIMITED
Per: /s/ Lance Eng
-----------------------------
Lance Eng
The foregoing accurately reflects the terms of the transactions which we
are to enter into and such terms are hereby agreed to and accepted.
DATED this 8th day of October, 1999.
MIDLAND HOLLAND INC.
Per: /s/ Alex W. Blodgett
------------------------
Alex W. Blodgett
