<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Boundless Corporation (1)
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class of Securities)
101706208
(CUSIP Number)
J. Gerald Combs
Morgan Kent Group, Inc.
711 Fifth Avenue, 5th Floor
New York, New York 10022
(212) 486-4800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 1998
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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.
- ---------------------
(1) Boundless Corporation, formerly known as SunRiver Corporation, was
formerly known as All-Quotes, Inc. at the time of the filing of the
original Schedule 13D.
Page 1 of 22 Pages
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- ------------------
CUSIP No. 101706208 Page 2 of 22 Pages
- ------------------- ------------------
=====================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Morgan Kent Group, Inc.
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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 2(e) [ ]
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
2,321,869 (Includes 457,502 shares underlying options and warrants)
- ----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- ----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,321,869 (Includes 457,502 shares underlying options and warrants)
- ----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWERS
0
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,869 (Includes 457,502 shares underlying options and warrants)
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[]
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
=====================
<PAGE>
SCHEDULE 13D
- ------------------- -------------------
CUSIP No. 101706208 Page 3 of 22 Pages
- ------------------- ------------------
=====================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
J. Gerald Combs
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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 2(e) [ ]
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
306,100 (Includes 305,000 shares underlying options subject to vesting)
- ----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- ----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
306,100 (Includes 305,000 shares underlying options subject to vesting)
- ----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,100 (Includes 305,000 shares underlying options subject to vesting)
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[]
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
==================================
<PAGE>
Page 4 of 22 Pages
Item 1. Security and Issuer
This statement constitutes Amendment No. 5 to the Schedule 13D which is
filed jointly by Morgan Kent Group, Inc., formerly known as SunRiver Group,
Inc. ("Morgan Kent") and J. Gerald Combs ("Mr. Combs"), relating to their
beneficial ownership of the common stock, $.01 par value ("Common Stock"),
of Boundless Corporation, formerly known as SunRiver Corporation and, prior
to that, formerly known as All-Quotes, Inc.
(the "Issuer"). The Issuer is located at 100 Marcus Blvd., Hauppauge,
New York 11788.
Item 5. Interest in Securities of the Issuer
(a) and (b) As of the close of business on January 22, 1999, Morgan Kent
is the beneficial owner of 2,321,869 shares of the Issuers' Common Stock,
which is approximately 47.5% of the Common Stock outstanding inclusive of the
shares underlying Morgan Kent's options and warrants to purchase 457,502
shares of the Issuer's Common Stock. Mr. Combs is the beneficial owner of
306,100 shares of the Issuers' Common Stock, which is approximately 6.5% of
the Common Stock outstanding inclusive of the shares underlying Mr. Combs'
options to purchase 305,000 shares of Common Stock (which options are subject
to vesting schedules). Morgan Kent disclaims beneficial ownership of the
shares of Common Stock reported herein to be owned by Mr. Combs; and Mr.
Combs disclaims beneficial ownership of the shares of Common Stock reported
herein to be owned by Morgan Kent.
(c) On December 10, 1998, the Issuer repurchased 110,620 shares
of Common Stock from Morgan Kent at a price of $4.52 per share.
In addition, to satisfy certain obligations of Morgan Kent under
the Notes and Stock Pledge Agreements referred to and further described in Item
6, between November 11, 1998 and January 6, 1999, Cook Capital (as hereinafter
defined) foreclosed and, to the knowledge of Morgan Kent, sold on Nasdaq's
Small Cap Market, an aggregate of 68,950 shares of the Issuer's Common Stock
(out of 198,000 shares placed in escrow by Morgan Kent).<PAGE>
<PAGE> Page 5 of 22 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with loans by Cook Capital Investments Ltd.
("Cook Capital") to Morgan Kent, Morgan Kent executed and delivered to
Cook Capital secured notes (the "Notes") and entered into Stock Pledge
Agreements with Cook Capital, by which Morgan Kent pledged and deposited
into escrow 198,000 shares of the Issuer's Common Stock to secure the Notes.
Cook Capital foreclosed on and sold a total of 68,950 shares of the
Issuers' Common Stock to satisfy Morgan Kent's obligations under the Notes.
Item 7. Material to be Filed as Exhibits
Exhibit Description
A Joint Filing Agreement, dated January
22, 1999, among the Reporting Persons.
B Secured Note, dated as of
October 1, 1998, by Morgan Kent
evidencing a debt to Cook Capital.
C Stock Pledge Agreement, dated as of
October 1, 1998, by and between Cook
Capital and Morgan Kent.
D Secured Note, dated as of August 13, 1998,
by Morgan Kent evidencing a debt to Cook
Capital.
E Stock Pledge Agreement, dated as of August
13, 1998, by and between Cook Capital and
Morgan Kent.
<PAGE>
<PAGE> Page 6 of 22 Pages
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: January 22, 1999
MORGAN KENT GROUP, INC.
By: /s/ J. Gerald Combs
---------------------------------
J. Gerald Combs, Chairman
By: /s/ J. Gerald Combs
---------------------------------
J. Gerald Combs
<PAGE>
<PAGE> Page 7 of 22 Pages
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, par value $0.01 per share, of Boundless
Corporation and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement this 22nd day of January 1999.
Dated: January 22, 1999
MORGAN KENT GROUP, INC.
By: /s/ J. Gerald Combs
- ----------------------------
J. Gerald Combs, Chairman
/s/ J. Gerald Combs
- -----------------------------
J. Gerald Combs
<PAGE>
<PAGE> Page 8 of 22 Pages
EXHIBIT B
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THIS NOTE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT, PURSUANT TO RULE 144 UNDER THE ACT, IF AVAILABLE, OR
AN OPINION IS OBTAINED FROM COUNSEL TO THE HOLDER,
REASONABLY SATISFACTORY TO COUNSEL TO MAKER, THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE ACT.
SECURED NOTE
$194,444.00 New York, New York
October 1, 1998
FOR VALUE RECEIVED, the undersigned, Morgan Kent Group,
Inc. ("Maker"), promises to pay to the order of Cook Capital Investments
Ltd., or its successors or assigns ("Holder"), on January 2, 1999, at 711
Fifth Avenue, New York, New York 10022, or at such other place as the
Holder may designate from time to time in writing to the Maker, in lawful
money of the United States of America, the principal sum of One Hundred
and Ninety Thousand Four Hundred and Forty Four dollars ($194,444.00),
together with interest on the unpaid principal balance of this Note from
the date hereof until paid at fifteen percent (15%) per annum. In the
event of Maker's default hereunder, interest on amounts past due pursuant
to this Note shall be paid at a rate of twenty-two percent (22%) per annum.
Interest shall be computed on the basis of a 360-day year.
This Note is to be secured pursuant to the Stock Pledge Agreement
dated on or about the date hereof between Maker and Holder pursuant to
which the Maker shall pledge to Holder 130,000 shares of Common Stock
of Boundless Corporation.
The principal balance of this Note may be prepaid at any time, and
from time to time, thirty (30) days after the date of this Note at par
plus accrued and unpaid interest, at the option of Maker, without premium
or penalty.
If Maker consummates one or more financings whereby Maker
raises in excess of $500,000.00 in proceeds, Maker shall use the excess
of such proceeds over $500,000.00 to prepay this Note in the manner set
forth above. For purposes of this Note, a "financing" shall include,
but not be limited to, any sale or pledge by Maker of any of Maker's
shares of Common Stock of Boundless Corporation. Maker shall notify
Holder of any such financings.
<PAGE> Page 9 of 22 Pages
The delay or failure to exercise any right hereunder shall
not waive such right. The undersigned hereby waives demand, presentment,
protest, notice of dishonor or nonpayment, notice of protest, any and all
delays or lack of diligence in collection hereof and assents to each and
every extension or postponement of the time of payment or other indulgence.
This Note shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.
IN WITNESS HEREOF, the undersigned has duly executed and
delivered this Note the date and year first above written.
MORGAN KENT GROUP, INC.
By:--------------------------
President
ATTEST:
By:-------------------------
<PAGE>
<PAGE> Page 10 of 22 Pages
EXHIBIT C
STOCK PLEDGE AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of this first day of October, 1998,
by and between MORGAN KENT GROUP, INC., a Delaware corporation with a principal
place of business located at 711 Fifth Avenue, New York, New York 10022
("Pledgor"), and the Holder of that certain note dated as of the date hereof
and signing this Agreement (the "Holder").
WHEREAS, Pledgor wishes to borrow from Holder funds evidenced by
Pledgor's secured note (the "Note") dated as of even date herewith;
WHEREAS, to induce the Holder to lend the Pledgor funds, Pledgor
has executed and delivered to the Holder an escrow agreement of even date
(the "Escrow Agreement") whereby the Note will be collateralized by 130,000
shares of common stock (the "Shares") of Boundless Corp., a Delaware
corporation ("Boundless"), together with stock powers relating thereto
executed in blank.
NOW, THEREFORE, in consideration of the mutual terms, covenants
and conditions herein contained, the parties agree as follows:
1. Grant of Security Interest. As security for the debts, liabilities and
obligations evidenced by or arising under the Note (the "Obligations"), Pledgor
hereby pledges to the Holder, and grants and conveys to the Holder a security
interest in, the Shares, and all profits, distributions and proceeds arising
therefrom (collectively, the "Collateral").
2. Registration of Securities. Pledgor hereby agrees to execute, upon the
occurrence of a default under the Note, at the Holder's request, any and all
stock powers or other agreements of transfer to accommodate any transfer of
registration of the Shares and cooperate and execute such documents and
certificates as necessary to facilitate transfer of the Shares pursuant to
Rule 144 of the Securities Act of 1933.
3. Pledgor's Representations, Warranties and Covenants.
1. The Pledgor represents and warrants as follows:
a. That Pledgor is, or will be, as the case may be, the legal,
record and beneficial owner of, and has good and marketable title to,
the Shares pledged by it hereunder, subject to no security interest,
lien or adverse claim (except the security interest created by this Pledge
Agreement).
b. That Pledgor has full power, authority and legal right to pledge
all the Shares pursuant to this Pledge Agreement.
c. That this Pledge Agreement creates, as security for the Note, a
valid and enforceable perfected security interest on all of the Shares,
subject to no other security interest, lien or adverse claim.
<PAGE> Page 11 of 22 Pages
d. That no consent, filing, recording or registration is required
to perfect the security interest purported to be created in the Shares.
e. That the Shares were acquired by Pledgor more than two years
prior to the date hereof.
f. That, to Pledgor's knowledge, in the event of a sale of the
Shares, no other shares of Boundless common stock will aggregate with the
Shares under Rule 144.
2. The Pledgor covenants as follows:
a. To pay and perform under the Note according to its terms.
b. To defend the title to the Collateral against all persons and
against all claims and demands whatsoever.
c. To keep the Collateral free and clear of all liens, security
interests, claims, charges, encumbrances, taxes and assessments whatsoever.
d. To retain full beneficial ownership of the Collateral during
the term of this Pledge Agreement and not to sell, exchange, assign, loan,
deliver, lease, mortgage or otherwise dispose of or encumber the same without
the written consent of the Holder.
e. To pay when due all taxes, assessments and commitments
relating to the Collateral.
f. Upon demand by the Holder, to execute any written agreement
or to do any other acts necessary to effectuate the purposes and provisions
of this Pledge Agreement and to execute any instrument or statement required
by law or otherwise in order to perfect or continue the security interest of
the Holder in the Collateral.
g. Not to sell any shares of common stock of Boundless, other
than the Shares, in a manner that would require aggregation under Rule 144
with any sale of the Shares by Pledgee in the event of a foreclosure under
this Stock Pledge Agreement, unless and until all of the obligations
outstanding under the Note have been fully satisfied or unless the Pledgee
has consented to such sale, which consent will not be unreasonably withheld
if the proceeds of such sale are used to satisfy Pledgor's obligations under
the Note.
<PAGE>
<PAGE> Page 12 of 22 Pages
4. Default. The following shall constitute an "Event of Default" by
Pledgor:
a. The failure to pay or perform any obligations, liabilities or
indebtedness of Pledgor under the Note as and when due.
b. Failure by Pledgor to comply with or perform any provision of this
Pledge Agreement.
c. Subjection of the Collateral to levy of execution or other judicial
process.
d. A proceeding being filed or commenced against Pledgor for dissolution or
liquidation or Pledgor voluntarily or involuntarily terminated or dissolves
or is being terminated or dissolved; insolvency of, business failure of,
the appointment of a custodian, trustee, liquidator or receiver for or for
any of the property of, or an assignment for the benefit of creditors by or
the filing of a petition under bankruptcy, insolvency or debtor's relief of
law, or for any readjustment of indebtedness, composition or extension by or
against Pledgor.
e. Any substantial reduction in the value of the Collateral or any act of
Pledgor which imperils the prospect of full performance or satisfaction of
Pledgor's obligations herein.
f. A default by Pledgor under a Secured Note dated August 13, 1998 issued
to Holder, in the principal amount $85.925.23 and a Stock Pledge Agreement
entered into in connection therewith.
Upon any Event of Default, the Note shall immediately become due and payable
in full and the Holder shall have all the rights, remedies and privileges
with respect to repossession, retention and sale of the Collateral and
disposition of the proceeds as are accorded in the Uniform Commercial
Code of the State of New York. Waiver by the Holder or failure of the Holder
to insist upon a strict performance by Pledgor shall not constitute waiver by
the Holder as to any future performance or any of its rights hereunder or
under the Note.
5. Voting and Dividends and Other Distributions. Unless and until an
Event of Default shall have occurred and be continuing:
a. Pledgor shall be entitled to vote any and all Shares and to give
consents, waivers or ratifications in respect thereof, provided that no vote
shall be cast or any consent, waiver or ratification given or any action
taken which would violate or be inconsistent with any of the terms of this
Pledge Agreement or which would have the effect of impairing the position or
interests of the Holder hereunder.
b. All cash dividends payable in respect of the Shares shall be paid
to Pledgor to reduce the then outstanding Obligations.
<PAGE>
<PAGE> Page 13 of 22 Pages
6. Application of Proceeds. All monies collected by the Holder upon any
sale or other disposition of the Shares, together with all other monies
received by the Holder hereunder, shall be applied for the sole benefit of
the Holder to the payment and satisfaction of the Note.
7. Termination; Release. When the Note has been paid in full,
this Pledge Agreement and the security interest granted hereunder shall
terminate, and the Holder, at the request and expense of Pledgor, promptly
will execute and deliver to Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Pledge Agreement and
the security interest granted hereunder, and will duly assign, transfer and
deliver to Pledgor (without recourse and without any representation or
warranty) such of the Shares as may be in the possession of the Holder and has
not theretofore been sold or otherwise applied or released pursuant to this
Pledge Agreement.
8. Governing Law; Jurisdiction etc. This Pledge Agreement shall
be governed by and construed in accordance with the laws of the State of
New York (excluding the conflicts of laws principles thereof). The Pledgor
and Holder hereby irrevocably and unconditionally:
a. submit for itself and its property in any legal action or proceeding
relating to this Pledge Agreement, or for the recognition and enforcement of
any judgment in respect thereof, to the exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any thereof;
and
b. consent that any such action or proceeding may be brought in such
courts, and waive any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same.
All notices given hereunder shall be in writing and shall be deemed to
be given upon delivering the notice by hand or by overnight courier service
or sent by telecopy, if confirmation of receipt is obtained, as follows:
If to the Pledgor:
MORGAN KENT GROUP, INC.
711 Fifth Avenue
New York, New York 10022
Attn: Mr. J. Gerald Combs
If to the Holder:
COOK CAPITAL INVESTMENTS LTD.
c/o Grushko & Mittman
277 Broadway, Suite 801
New York, New York 10007
Attn: Edward Grushko, Esq.
<PAGE>
<PAGE> Page 14 of 22 Pages
or, as to each party, at such other address as may be designated by such
party by written notice to each of the Pledgor and the Holder.
9. Exchange of Collateral. If the Maker has delivered to Holder
(or an escrow agent acting on Holder's behalf) Collateral representing more
than 100,000 Shares, Holder agrees (or causes said escrow agent to agree) to
exchange with Maker said certificate for a certificate representing 100,000
Shares.
10. Expenses. Upon an Event of Default, the Pledgor shall pay to
the Holder, to the extent permitted by applicable law, all costs and
expenses, including reasonable attorney's fees, incurred by Holder in
enforcing this Agreement.
11. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Pledge Agreement shall become
binding when one or more counterparts thereof, individually or taken
together, shall bear the signatures of all the parties reflected hereon
as signatories.
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be executed on the date first above written.
MORGAN KENT GROUP, INC.
By:----------------------
COOK CAPITAL INVESTMENTS LTD.
By:-----------------------
<PAGE>
<PAGE> Page 15 of 22 Pages
Exhibit D
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). THIS NOTE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS COVERED BY
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, PURSUANT TO RULE
144 UNDER THE ACT, IF AVAILABLE, OR AN OPINION IS OBTAINED FROM COUNSEL
TO THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL TO MAKER, THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE ACT.
SECURED NOTE
$85,925.23 New York, New York
August 13, 1998
FOR VALUE RECEIVED, the undersigned, Morgan Kent Group,
Inc. ("Maker"), promises to pay to the order of Cook Capital Investments
Ltd., or its successors or assigns ("Holder"), on November 13, 1998, at 711
Fifth Avenue, New York, New York 10022, or at such other place as the Holder
may designate from time to time in writing to the Maker, in lawful money of
the United States of America, the principal sum of Eighty-five Thousand Nine
Hundred Twenty-five dollars and twenty-three cents ($85,925.23), together
with interest on the unpaid principal balance of this Note from the date
hereof until paid at fifteen percent (15%) per annum.
Interest shall be computed on the basis of a 360-day year.
This Note is to be secured pursuant to the Stock Pledge
Agreement dated on or about the date hereof between Maker and Holder pursuant
to which the Maker shall pledge to Holder 35,000 shares of Common Stock of
Boundless Corporation.
The principal balance of this Note may be prepaid at any time,
and from time to time, thirty (30) days after the date of this Note at par
plus accrued and unpaid interest, at the option of Maker, without premium or
penalty.
The delay or failure to exercise any right hereunder shall not
waive such right. The undersigned hereby waives demand, presentment,
protest, notice of dishonor or nonpayment, notice of protest, any and all
delays or lack of diligence in collection hereof and assents to each and
every extension or postponement of the time of payment or other indulgence.
This Note shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.
<PAGE> Page 16 of 22 Pages
IN WITNESS HEREOF, the undersigned has duly executed and
delivered this Note the date and year first above written.
MORGAN KENT GROUP, INC.
By:--------------------
President
ATTEST:
By:--------------------
<PAGE>
<PAGE> Page 17 of 22 Pages
Exhibit E
STOCK PLEDGE AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of this 13th day of
August, 1998, by and between MORGAN KENT GROUP, INC., a Delaware corporation
with a principal place of business located at 711 Fifth Avenue, New York,
New York 10022 ("Pledgor"), and the Holder of that certain note dated as
of the date hereof and signing this Agreement (the "Holder").
WHEREAS, Pledgor wishes to borrow from Holder funds evidenced
by Pledgor's secured note (the "Note") dated as of even date herewith;
WHEREAS, to induce the Holder to lend the Pledgor funds, Pledgor
has executed and delivered to the Holder an escrow agreement of even date
(the "Escrow Agreement") whereby the Note will be collateralized by 35,000
shares of common stock of Boundless Corp. (the "Shares"), a Delaware
corporation ("Boundless"), together with stock powers relating thereto
executed in blank.
NOW, THEREFORE, in consideration of the mutual terms, covenants
and conditions herein contained, the parties agree as follows:
1. Grant of Security Interest. As security for the debts,
liabilities and obligations evidenced by or arising under the Note
(the "Obligations"), Pledgor hereby pledges to the Holder, and grants and
conveys to the Holder a security interest in, the Shares, and all profits,
distributions and proceeds arising therefrom (collectively, the "Collateral").
2. Registration of Securities. Pledgor hereby agrees to execute,
upon the occurrence of a default under the Note, at the Holder's request,
any and all stock powers or other agreements of transfer to accommodate any
transfer of registration of the Shares.
3. Pledgor's Representations, Warranties and Covenants.
1. The Pledgor represents and warrants as follows:
1. That Pledgor is, or will be, as the case may be,
the legal, record and beneficial owner of, and has good and marketable title
to, the Shares pledged by it hereunder, subject to no security interest, lien
or adverse claim (except the security interest created by this Pledge
Agreement).
2. That Pledgor has full power, authority and legal right
to pledge all the Shares pursuant to this Pledge Agreement.
3. That this Pledge Agreement creates, as security for
the Note, a valid and enforceable perfected security interest on all of the
Shares, subject to no other security interest, lien or adverse claim.
<PAGE> Page 18 of 22 Pages
4. That no consent, filing, recording or registration is required
to perfect the security interest purported to be created in the Shares.
2. The Pledgor covenants as follows:
1. To pay and perform under the Note according to its terms.
2. To defend the title to the Collateral against all persons and
against all claims and demands whatsoever.
3. To keep the Collateral free and clear of all liens,
security interests, claims, charges, encumbrances, taxes and assessments
whatsoever.
4. To retain full beneficial ownership of the Collateral
during the term of this Pledge Agreement and not to sell, exchange, assign,
loan, deliver, lease, mortgage or otherwise dispose of or encumber the same
without the written consent of the Holder.
5. To pay when due all taxes, assessments and commitments
relating to the Collateral.
6. Upon demand by the Holder, to execute any written
agreement or to do any other acts necessary to effectuate the purposes and
provisions of this Pledge Agreement and to execute any instrument or
statement required by law or otherwise in order to perfect or continue the
security interest of the Holder in the Collateral.
4. Default. The following shall constitute an "Event of Default"
by Pledgor:
1. The failure to pay or perform any obligations,
liabilities or indebtedness of Pledgor under the Note as and when due.
2. Failure by Pledgor to comply with or perform any
provision of this Pledge Agreement.
3. Subjection of the Collateral to levy of execution or
other judicial process.
<PAGE>
<PAGE> Page 19 of 22 Pages
4. A proceeding being filed or commenced against Pledgor
for dissolution or liquidation or Pledgor voluntarily or involuntarily
terminated or dissolves or is being terminated or dissolved; insolvency of,
business failure of, the appointment of a custodian, trustee, liquidator or
receiver for or for any of the property of, or an assignment for the benefit
of creditors by or the filing of a petition under bankruptcy, insolvency or
debtor's relief of law, or for any readjustment of indebtedness, composition
or extension by or against Pledgor.
5. Any substantial reduction in the value of the
Collateral or any act of Pledgor which imperils the prospect of full
performance or satisfaction of Pledgor's obligations herein.
Upon any Event of Default, the Note shall immediately become
due and payable in full and the Holder shall have all the rights, remedies
and privileges with respect to repossession, retention and sale of the
Collateral and disposition of the proceeds as are accorded in the Uniform
Commercial Code of the State of New York. Waiver by the Holder or failure of
the Holder to insist upon a strict performance by Pledgor shall not
constitute waiver by the Holder as to any future performance or any
of its rights hereunder or under the Note.
5. Voting and Dividends and Other Distributions. Unless and until
an Event of Default shall have occurred and be continuing:
1. Pledgor shall be entitled to vote any and all Shares and
to give consents, waivers or ratifications in respect thereof, provided that
no vote shall be cast or any consent, waiver or ratification given or any
action taken which would violate or be inconsistent with any of the terms of
this Pledge Agreement or which would have the effect of impairing the
position or interests of the Holder hereunder.
2. All cash dividends payable in respect of the Shares
shall be paid to Pledgor to reduce the then outstanding Obligations.
6. Application of Proceeds. All monies collected by the Holder
upon any sale or other disposition of the Shares, together with all other
monies received by the Holder hereunder, shall be applied for the sole
benefit of the Holder to the payment and satisfaction of the Note.
1. Termination; Release. When the Note has been paid in full,
this Pledge Agreement and the security interest granted hereunder shall
terminate, and the Holder, at the request and expense of Pledgor, promptly
will execute and deliver to Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Pledge Agreement and
the security interest granted hereunder, and will duly assign, transfer and
deliver to Pledgor (without recourse and without any representation or
warranty) such of the Shares as may be in the possession of the Holder and
has not theretofore been sold or otherwise applied or released pursuant to
this Pledge Agreement.
<PAGE> Page 20 of 22 Pages
8. Governing Law; Jurisdiction etc. This Pledge Agreement shall
be governed by and construed in accordance with the laws of the State of New
York (excluding the conflicts of laws principles thereof). The Pledgor and
Holder hereby irrevocably and unconditionally:
1. submit for itself and its property in any legal action or
proceeding relating to this Pledge Agreement, or for the
2. recognition and enforcement of any judgment in respect
thereof, to the exclusive general
3.
4. jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern
District of New York, and appellate courts from any
thereof; and
2. consent that any such action or proceeding may be
brought in such courts, and waive any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same.
All notices given hereunder shall be in writing and shall be
deemed to be given upon delivering the notice by hand or by overnight courier
service or sent by telecopy, if confirmation of receipt is obtained, as follows:
If to the Pledgor:
MORGAN KENT GROUP, INC.
711 Fifth Avenue
New York, New York 10022
Attn: Mr. J. Gerald Combs
If to the Holder:
COOK CAPITAL INVESTMENTS LTD.
c/o Grushko & Mittman
277 Broadway, Suite 801
New York, New York 10007
Attn: Edward Grushko, Esq.
or, as to each party, at such other address as may be designated by such
party in a written notice to each of the Pledgor and the Holder.
9. Exchange of Collateral. If the Maker has delivered to Holder
(or an escrow agent acting on Holder's behalf) Collateral representing more
than 35,000 Shares, Holder agrees (or causes said escrow agent to agree) to
exchange with Maker said certificate for a certificate representing 35,000
Shares.
<PAGE> Page 21 of 22 Pages
10. Expenses. Upon an Event of Default, the Pledgor shall pay to
the Holder, to the extent permitted by applicable law, all costs and
expenses, including reasonable attorney's fees, incurred by Holder in
enforcing this Agreement.
11. Counterparts. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Pledge Agreement shall
become binding when one or more counterparts thereof, individually or taken
together, shall bear the signatures of all the parties reflected hereon as
signatories.
<PAGE>
<PAGE> Page 22 of 22 Pages
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be executed on the date first above written.
MORGAN KENT GROUP, INC.
By:------------------------
COOK CAPITAL INVESTMENTS LTD.
By:------------------------
