<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 2000
-------------------------------
GRACE DEVELOPMENT, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 0-25582 84-1110469
- --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
1690 CHANTILLY DRIVE, ATLANTA, GEORGIA 30324
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 633-3831
-----------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 30, 2000, a wholly-owned subsidiary of the Registrant was
merged with and into Alpha Computer Services, Inc., a Florida corporation
("Alpha") (the "Merger"). The Merger was consummated in accordance with the
terms and conditions of an Agreement and Plan of Merger dated March 28, 2000
(the "Merger Agreement") by and among the Registrant, Avana Acquisition Sub II,
Inc., a Georgia corporation and a wholly-owned subsidiary of the Registrant
("Merger Sub"), Alpha, and the shareholders of Alpha (the "Shareholders").
Pursuant thereto, Merger Sub was merged with and into Alpha, with Alpha as the
surviving corporation. Following the Merger, Alpha became a wholly-owned
subsidiary of the Registrant. In consideration for the Merger, the Shareholders
received an aggregate of 3,100,000 shares of the common stock, no par value, of
the Registrant (the "Common Stock) (the "Merger Consideration"). The Merger
Consideration was determined in arms' length negotiations between the parties to
the Merger Agreement. Two of the Shareholders who were officers and directors of
Alpha are also officers and employees of a wholly-owned subsidiary of the
Registrant, WebWizard, Inc., a Delaware corporation ("WebWizard"). The
Registrant acquired WebWizard on January 31, 2000 (the "WebWizard Acquisition"),
as described in Registrant's Current Report on Form 8-K dated January 31, 2000.
In connection with the WebWizard Acquisition, the Registrant purchased certain
indebtedness owed by WebWizard to such Shareholders in exchange for shares of
the Registrant's Common Stock. In addition, one of the Shareholders was also a
stockholder of WebWizard, and received shares of the Registrant's Common Stock
as consideration for the WebWizard Acquisition. Except with respect to the
WebWizard Acquisition, and the employment relationship with two of the
Shareholders, prior to the consummation of the Merger, there were no other
material relationships between Alpha, and its former officers, directors,
affiliates, associates or shareholders, and the Registrant, and its officers,
directors, affiliates, associates or shareholders.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement, which is being
filed as an exhibit to this report.
As a result of the Merger, Alpha is an operating subsidiary of the
Registrant. Alpha is a provider of networked business systems, specializing in
hardware sales, support, installation and integration of application packages
with independent software developers. Its products and services include system
design and consultation, and hardware and software sales, service and support.
Alpha's assets include approximately $675,000 in cash, accounts receivable,
inventory, property, equipment and intangibles, which was used to support its
product offerings. The Registrant intends to continue such use in support of
Alpha's activities.
THIS REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE ACT AND SECTION 21E OF THE EXCHANGE ACT. ALL STATEMENTS, OTHER THAN
STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS REPORT, INCLUDING, WITHOUT
LIMITATION, THOSE REGARDING THE REGISTRANT'S FINANCIAL POSITION, BUSINESS,
MARKETING AND PRODUCT DEVELOPMENT PLANS AND OBJECTIVES OF MANAGEMENT FOR
2
<PAGE> 3
FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE REGISTRANT
BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE
REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE
BEEN CORRECT.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information will be
filed by amendment to this Report not later than 60 days from April 14, 2000.
(c) Exhibits.
2.3 Agreement and Plan of Merger dated as of March 28, 2000.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GRACE DEVELOPMENT, INC.
By: /s/ James Blanchard
----------------------------------
James Blanchard
President
Dated as of April 14, 2000
4
<PAGE> 1
AGREEMENT AND PLAN OF MERGER
BETWEEN
AVANA ACQUISITION SUB II, INC.
GRACE DEVELOPMENT, INC.
ALPHA COMPUTER SERVICES, INC.
AND
O. E. "RANDY" RAY,
WENDY LEWIS and
RICHARD WARREN
DATED AS OF
MARCH 28, 2000
<PAGE> 2
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger entered into as of March 28, 2000,
by and between Avana Acquisition Sub II, Inc., a Georgia corporation (the
"Merger Sub"), Grace Development, Inc., a Colorado corporation and indirect
parent corporation of Merger Sub ("Grace"), Alpha Computer Services, Inc., a
Florida corporation (the "Company"), O.E. "Randy" Ray, an individual resident
of the State of Florida ("Ray"), Wendy Lewis, an individual resident of the
State of Florida ("Lewis") and Richard Warren, an individual resident of the
State of Florida ("Warren", and together with Ray and Lewis, the
"Shareholders"). Merger Sub, Grace, the Company and the Shareholders are
referred to collectively herein as the "Parties."
This Agreement contemplates a merger (the "Merger") of Merger Sub with
and into the Company upon the terms and conditions contemplated herein and in
accordance with the Business Corporation Code of the State of Georgia (the
"GBCC") and the Business Corporation Code of the State of Florida (the "FBCC"),
in consideration for which the Shareholders will receive shares of the common
stock, no par value (the "Common Stock") of Grace.
Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. Definitions.
"Accredited Investor" has the meaning set forth in Regulation D
promulgated under the Securities Act.
"Adverse consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses,
expenses, and fees, including court costs and reasonable attorneys' fees and
expenses.
"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
"Affiliated Group" means any affiliated group within the meaning of
Code Section 1504(a) or any similar group defined under a similar provision of
state, local, or foreign law.
"Applicable Rate" means the corporate base rate of interest announced
from time to time by Bank of America.
"Basis" means any past or present fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction that forms or could form the basis for
any specified consequence.
"Certificate" has the meaning set forth in Section 3(d).
<PAGE> 3
"Certificate of Merger" has the meaning set forth in Section 2(f).
"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial Statements.
"Closing" has the meaning set forth in Section 2(g) below.
"Closing Date" has the meaning set forth in Section 2(g) below.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" has the meaning set forth in the preface above.
"Company" has the meaning set forth in the preface above and, for the
purposes of the representations and warranties contained in Section 4 of this
Agreement, shall mean and include any Subsidiary or predecessor of the Company.
"Confidential Information" means any information concerning the
businesses and affairs of the Company and its predecessor that is not already
generally available to the public.
"Controlled Group of Corporations" has the meaning set forth in Code
Section 1563.
"Deferred Intercompany Transaction" has the meaning set forth in Treas.
Reg. Section 1.1502-13.
"Disclosure Schedule" has the meaning set forth in Section 4 below.
"Effective Time" has the meaning set forth in Section 2(f).
"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement which is an Employee Pension
Benefit Plan, (b) qualified defined contribution retirement plan or arrangement
which is an Employee Pension Benefit Plan, (c) qualified defined benefit
retirement plan or arrangement which is an Employee Pension Benefit Plan
(including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or
material fringe benefit plan or program.
"Employee Pension Benefit Plan" has the meaning set forth in ERISA
Section 3(2).
"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
Section 3(1).
"Environmental, Health, and Safety Laws" means the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, and the Occupational Safety and Health
Act of 1970, each as amended, together with all other laws (including rules,
regulations, codes, plans, injunctions, judgments, orders,
2
<PAGE> 4
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof) concerning pollution or protection of
the environment, public health and safety, or employee health and safety,
including laws relating to emissions, discharges, releases, or threatened
releases of pollutants, contaminants, or chemical, industrial, hazardous, or
toxic materials or wastes into ambient air, surface water, ground water, or
lands or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Agent" means Rogers & Hardin, LLP.
"Escrow Agreement" means the agreement so entitled; the form of which
is attached hereto as Exhibit D.
"Escrow Shares" has the meaning set forth in Section 3(a) below.
"Excess Loss Account" has the meaning set forth in Treas. Reg. Section
1.1502-19.
"Extremely Hazardous Substance" has the meaning set forth in Section
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as
amended.
"Fair Market Value" means, with respect to the Common Stock, the
closing price of the Common Stock on the securities exchange having the
greatest trading volume on a given trading day, or, if there have been no sales
on a particular trading day, the average of the last reported bid and asked
quotations on such exchange at the close of business for such trading day.
"FBCC" has the meaning set forth in the preface above.
"Fiduciary" has the meaning set forth in ERISA Section 3(21).
"Financial Statement" has the meaning set forth in Section 4(g) below.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.
"GBCC" has the meaning set forth in the preface above.
"Grace" has the meaning set forth in the preface above.
"Indemnified Party" has the meaning set forth in Section 11(d) below.
"Indemnifying Party" has the meaning set forth in Section 11(d) below.
3
<PAGE> 5
"Intellectual Property" means (a) all inventions (whether patentable
or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part, revisions,
extensions, and reexaminations thereof, (b) all trademarks, service marks,
trade dress, logos, trade names, and corporate names, together with all
translations, adaptations, derivations, and combinations thereof and including
all goodwill associated therewith, and all applications, registrations, and
renewals in connection therewith, (c) all copyrightable works, all copyrights,
and all applications, registrations, and renewals in connection therewith, (d)
all mask works and all applications, registrations, and renewals in connection
therewith, (e) all trade secrets and confidential business information
(including ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (f) all computer
software (including data and related documentation), (g) all other proprietary
rights, and (h) all copies and tangible embodiments thereof (in whatever form
or medium).
"Investment Letter" means the letter delivered by each the Shareholder
to Grace in respect of receipt of any of the Merger Consideration, the form of
which is attached hereto as Exhibit E.
"Knowledge" means actual knowledge after reasonable investigation.
"Liability" means any liability (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.
"Merger" has the meaning set forth in the preface above.
"Merger Sub" has the meaning set forth in the preface above.
"Most Recent Balance Sheet" means the balance sheet contained
within the Most Recent Financial Statements. "Most Recent Financial Statements"
has the meaning set forth in Section 4(g) below.
"Most Recent Fiscal Month End" has the meaning set forth in Section
4(g) below.
"Most Recent Fiscal Year End" has the meaning set forth in Section
4(g) below.
"Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).
"Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity
and frequency).
"Party" has the meaning set forth in the preface above.
"PBGC" means the Pension Benefit Guaranty Corporation.
4
<PAGE> 6
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).
"Prohibited Transaction" has the meaning set forth in ERISA Section
406 and Code Section 4975.
"Registration Rights Agreement" means the agreement so entitled; the
form of which is attached hereto as Exhibit F.
"Reportable Event" has the meaning set forth in ERISA Section 4043.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for Taxes not yet due and payable or for Taxes
that the taxpayer is contesting in good faith through appropriate proceedings,
(c) purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business
and not incurred in connection with the borrowing of money.
"Subsidiary" means any corporation or other business entity with
respect to which a specified Person (or a Subsidiary thereof) owns a majority
of the common stock or membership interests or has the power to vote or direct
the voting of sufficient securities to elect a majority of the directors, or
amend the organizational and governing documents of such entity.
"Shareholders" has the meaning set forth in the preface above.
"Surviving Corporation" has the meaning set forth in Section 2(a)
below.
"Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Section
59A), customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or
add-on minimum, estimated, or other tax of any kind whatsoever, including any
interest, penalty, or addition thereto, whether disputed or not.
"Tax Return" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Third Party Claim" has the meaning set forth in Section 11(d) below.
5
<PAGE> 7
2. The Merger.
(a) Surviving Corporation. On and subject to the terms and
conditions of this Agreement and the GBCC and FBCC, at the Effective Time,
Merger Sub shall be merged with and into the Company and the separate corporate
existence of Merger Sub shall cease. The Company shall be the surviving
corporation in the Merger (hereinafter sometimes called the "Surviving
Corporation") and shall continue its corporate existence under the laws of the
State of Florida.
(b) Articles of Incorporation. The Articles of Incorporation of
the Company shall be the Articles of Incorporation of the Surviving Corporation
until thereafter duly amended in accordance with its terms and the FBCC.
(c) Bylaws. The Bylaws of the Company shall be the bylaws of the
Surviving Corporation until thereafter duly amended in accordance with their
terms and the FBCC.
(d) Directors. The directors of the Surviving Corporation shall
consist of James M. Blanchard and Scott E. Barber as of the Effective Time and,
all of such directors shall hold office until their respective successors are
duly elected and qualified.
(e) Officers. The officers of the Surviving Corporation shall
consist of the persons and the offices set forth below as of the Effective
Time, such officers to hold office until their respective successors are duly
elected and qualified:
(i) James M. Blanchard, President; and
(ii) Vicki Rapson, Secretary.
(f) Effective Time. The Parties shall cause a certificate of
merger meeting the requirements of the GBCC and the FBCC (the "Certificate of
Merger") to be properly executed and filed on the Closing Date with the
Secretaries of State of the States of Georgia and Delaware, respectively. The
Merger shall become effective as of the filing of a properly executed
Certificate of Merger. The date and time when the Merger becomes effective is
herein referred to as the effective time (the "Effective Time").
(g) The Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of the Rogers &
Hardin, LLP, counsel to Grace, in Atlanta, Georgia commencing at 9:00 a.m.
local time on the second business day following the satisfaction or waiver of
al conditions to the obligations of the Parties to consummate the transactions
contemplated hereby (other than conditions with respect to actions the
respective Parties will take at the Closing itself) or such other date as the
Parties may mutually determine (the "Closing Date").
3. Conversion of Shares.
6
<PAGE> 8
(a) Company Stock. As of the Effective Time, by virtue of the
Merger and any action on the part of any holder thereof:
(i) subject to Section 3(b), all of the shares of capital
stock of the Company outstanding as of the Effective Time shall be converted
into the right to receive Three Million One Hundred Thousand (3,100,000) shares
of Common Stock (the "Merger Consideration"), all of which shares shall be
delivered as follows: (A) Two Million Three Hundred Fifty Thousand (2,350,000)
shares of the Merger Consideration shall be delivered to the Shareholders in
accordance the allocation set forth in Schedule A attached hereto and (B) Six
Hundred Twenty Thousand (620,000) shares of the Merger Consideration shall be
delivered to the Escrow Agent pursuant to the terms of the Escrow Agreement
(the "Escrow Shares");
(ii) each share of the capital stock of the Company issued
immediately prior to the Effective Time that is then held in the treasury of
the Company shall be cancelled and retired and all rights in respect thereof
shall cease to exist, without any conversion thereof or payment of any
consideration therefor; and
(iii) each warrant, stock option or other right, if any, to
purchase shares of the capital stock of the Company issued and outstanding
immediately prior to the Effective Time shall be cancelled.
(b) Fractional Shares. No scrip or fractional shares of Common
Stock shall be issued pursuant to this Agreement. If any Shareholder would
otherwise have been entitled to a fractional share of common Stock hereunder,
such Shareholder shall be entitled, after the later of (i) the Effective Time
and (ii) the surrender of a Certificate or Certificates that represent such
shares of the capital stock of the Company, to receive from Grace only the
number of whole share of Common Stock into which such shares of the capital
stock of the Company are convertible.
(c) Merger Sub Shares. Each share of the common stock, no par
value per share, of Merger Sub that is issued and outstanding immediately prior
to the Effective Time shall remain outstanding and shall be unchanged after the
Merger, all of which shares shall be issued to Grace or a wholly-owned
subsidiary of Grace, as determined by Grace, and shall thereafter constitute
the only outstanding shares of capital stock of the Surviving Corporation.
(d) Exchange of the Company Stock.
(i) From and after the Effective Time, upon surrender of
a certificate or certificates which immediately prior thereto represented
outstanding shares of the capital stock of the Company duly endorsed in blank
(the "Certificate" or "Certificates"), the Certificate or Certificates so
surrendered shall forthwith be canceled, and the Shareholders thereafter shall
be entitled to receive the Merger Consideration in accordance with Sections
3(a) and (b) hereof. No portion of the Merger Consideration to be received
pursuant to Sections 3(a) and (b) upon exchange of a Certificate may be issued
to a person other than the person in whose name the Certificate surrendered in
exchange therefor is registered. From the Effective Time until surrender in
accordance with the provisions of this Section 3(d), each Certificate shall
represent
7
<PAGE> 9
for all purposes only the right to receive the Merger Consideration. Delivery
of certificates for the Common Stock in respect of shares of the Company that
is made in accordance with the terms hereof shall be deemed to have been made
in full satisfaction of all rights pertaining to such securities.
(ii) In the case of any lost, mislaid, stolen or destroyed
Certificate, a Shareholder may be required, as a condition precedent to
delivery to the Shareholder of the Merger Consideration, to deliver to Grace a
bond in such reasonable sum or a satisfactory indemnity agreement as Grace may
direct as indemnity against any claim that may be made against Grace or the
Surviving Corporation with respect to the Certificate alleged to have been
lost, mislaid, stolen or destroyed.
(iii) After the Effective Time, there shall be no transfers
on the stock transfer books of the Surviving Corporation of the shares of the
capital stock of the Company that were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to the
Surviving Corporation for transfer, they shall be canceled and exchanged for
the Merger Consideration.
(e) Tax-Deferred Reorganization. The Parties shall use their
reasonable best efforts to cause the Merger to constitute a tax-deferred
reorganization under Code Section 368(a). Grace represents that as of the date
hereof, it has no plan or intention to liquidate, merge or cause the Surviving
Corporation to sell or otherwise dispose of its assets, or do any other act
that would jeopardize the qualification of the Merger contemplated by this
Agreement as a tax-deferred reorganization within the meaning of Section 368(a)
of the Code. All parties covenant to report on their applicable federal and
state tax returns the Merger and the consequences of the Merger consistently
with the foregoing.
4. Representations and Warranties of the Company and Shareholders. The
Company and the Shareholders, jointly and severally, represent and warrant to
Merger Sub and Grace that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section
4), except as set forth in the disclosure schedule accompanying this Agreement
and initialed by the Parties (the "Disclosure Schedule"). The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 4.
(a) Organization of the Company and Subsidiary.
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.
The Company is duly qualified to transact business, and is in good standing, as
a foreign corporation or branch of a foreign corporation in each jurisdiction
where the character of its activities requires such qualification. The Company
has heretofore made available to Grace accurate and complete copies of its
Articles of Incorporation and Bylaws, as currently in effect, and its minute
books and stock records. The Disclosure Schedule contains
8
<PAGE> 10
a true and correct list of the jurisdictions in which the Company is qualified
to do business as a foreign corporation or branch of a foreign corporation.
(ii) Each Subsidiary is a corporation or other
organization duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization and has all requisite
corporate or organizational power and authority to own, lease and operate its
properties and to carry on its business as now being conducted. Each Subsidiary
is duly qualified to transact business, and is in good standing, as a foreign
corporation or business entity or branch of a foreign corporation or business
entity in each jurisdiction where the character of its activities requires such
qualification. The Company has heretofore made available to Grace accurate and
complete copies of the certificates of incorporation or organization, and
bylaws or other operating or governing agreements, as currently in effect, and
the minute books and stock or membership records of the Company. The Disclosure
Schedule contains a true and correct list of the jurisdictions in which each
Subsidiary is qualified to do business as a foreign corporation or branch of a
foreign corporation.
(b) Authorization of Transaction. The Company has full power and
authority (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. Without limiting the
generality of the foregoing, the board of directors and the Shareholders of the
Company have duly authorized the execution, delivery, and performance of this
Agreement by the Company. This Agreement constitutes the valid and legally
binding obligation of each of the Company and the Shareholders, enforceable in
accordance with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby
(including, without limitation, consummation of the Merger), will (i) violate
any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which the Company, the Shareholders or any of their
respective Subsidiaries or Affiliates is subject or any provision of the
Articles of Incorporation or bylaws of the Company and the charters or bylaws,
or organizational documents or operating agreements of its Subsidiaries or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which any of the Company and its
Subsidiaries or the Shareholders and their Affiliates is a party or by which it
or they are bound or to which any of their respective assets is subject (or
result in the imposition of any Security Interest upon any of the Company's
assets). None of the Company and its Subsidiaries or the Shareholders and their
Affiliates needs to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order for the Parties to consummate the transactions contemplated by this
Agreement (including consummation of the Merger), other than the filing of the
Certificate of Merger.
(d) Brokers' Fees. Neither the Company nor any Shareholder has any
Liability or obligation to pay any fees or commissions to any broker, finder,
or agent with respect to the
9
<PAGE> 11
transactions contemplated by this Agreement for which Grace or any of its
Affiliates could become liable or obligated. None of the Affiliates of the
Company or any Shareholder has any Liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.
(e) Title to Assets. The Company has good and marketable title to,
or a valid leasehold interest in, the properties and assets used by them,
located on their premises, or shown on the Most Recent Balance Sheet or
acquired after the date thereof, free and clear of all Security Interests,
except for properties and assets disposed of in the Ordinary Course of Business
since the date of the Most Recent Balance Sheet
(f) Subsidiaries. Section 4(f) of the Disclosure Schedule sets
forth for each Subsidiary of the Company (i) its name and jurisdiction of
incorporation or organization, (ii) the number of shares of authorized capital
stock or membership interests of each class of its capital stock or other
equity interest, (iii) the number of issued and outstanding shares of each
class of its capital stock or membership or other equity interests, the names
of the holders thereof, and the number of shares or interests held by each such
holder, and (iv) the number of shares or interests of its capital stock,
membership interests or other equity interest held in treasury. All of the
issued and outstanding shares of capital stock or equity interests of each
Subsidiary of the Company have been duly authorized and are validly issued,
fully paid, and nonassessable. One of the Company and its Subsidiaries holds of
record and owns beneficially all of the outstanding shares or equity interests
of each Subsidiary of the Company, free and clear of any restrictions on
transfer (other than restrictions under the Securities Act and state securities
laws), Taxes, Security Interests, options, warrants, purchase rights,
contracts, commitments, equities, claims, and demands. There are no outstanding
or authorized options, warrants, purchase rights, conversion rights, exchange
rights, or other contracts or commitments that could require any of the Company
or its Subsidiaries to sell, transfer, or otherwise dispose of any capital
stock or other equity interest of any of its Subsidiaries or that could require
any Subsidiary of the Company to issue, sell, or otherwise cause to become
outstanding any of its own capital stock or other equity interest. There are no
outstanding stock appreciation, phantom stock, profit participation, or similar
rights with respect to any Subsidiary of the Company. There are no voting
trusts, proxies, or other agreements or understandings with respect to the
voting of any capital stock of any Subsidiary of the Company. None of the
Company and its Subsidiaries controls directly or indirectly or has any direct
or indirect equity interest in any corporation, partnership, trust, or other
business association that is not a Subsidiary of the Company.
(g) Capitalization. The entire authorized capital stock of the
Company consists of 3,100,000 shares of common stock, $.01 par value, of which
3,100,000 shares are issued and outstanding and 0 shares are held in treasury.
All of the issued and outstanding shares of the capital stock of the Company
have been duly authorized, are validly issued, fully paid, and nonassessable,
and are held of record by the respective Shareholders as set forth in Section
4(g) of the Disclosure Schedule. There are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could require the
Company to issue, sell, or otherwise cause to become outstanding any of its
capital stock. There are no outstanding or authorized stock appreciation,
phantom stock, profit participation, or similar rights with respect to the
Company. There are no voting trusts,
10
<PAGE> 12
proxies, or other agreements or understandings with respect to the voting of
the capital stock of the Company.
(h) Financial Statements. Attached hereto as Exhibit A are the
following financial statements (collectively the "Financial Statements"): (i)
unaudited balance sheets and statements of income, changes in the Shareholders'
equity, and cash flow as of and for the fiscal years ended December 31, 1997,
December 31, 1998 and December 31, 1999 (the "Most Recent Fiscal Year End") for
the Company. The Financial Statements (including the Notes thereto) have been
prepared in accordance with GAAP applied on a consistent basis throughout the
periods covered thereby, present fairly the financial condition of the Company
as of such dates and the results of operations of the Company and its
Subsidiaries for such periods, are correct and complete, and are consistent
with the books and records of the Company (which books and records are correct
and complete).
(i) Events Subsequent to Most Recent Fiscal Year End. Since the
Most Recent Fiscal Year End, there has not been any material adverse change in
the business, financial condition, operations, results of operations, or future
prospects of the Company. Without limiting the generality of the foregoing,
since that date:
(i) the Company has not sold, leased, transferred, or
assigned any of its assets, tangible or intangible, other than for a fair
consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any agreement,
contract, lease, or license (or series of related agreements, contracts,
leases, and licenses) either involving more than $5,000 or outside the Ordinary
Course of Business;
(iii) no party (including the Company or any Shareholder)
has accelerated, terminated, modified, or cancelled any agreement, contract,
lease, or license (or series of related agreements, contracts, leases, and
licenses) involving more than $5,000 to which the Company is a party or by
which it is bound;
(iv) the Company has not imposed any Security Interest
upon any of its assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or
series of related capital expenditures) either involving more than $5,000 or
outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in,
any loan to, or any acquisition of the securities or assets of, any other
Person (or series of related capital investments, loans, and acquisitions)
either involving more than $5,000 or outside the Ordinary Course of Business;
11
<PAGE> 13
(vii) the Company has not issued any note, bond, or other
debt security or created, incurred, assumed, or guaranteed any indebtedness for
borrowed money or capitalized lease obligation either involving more than
$2,000 singly or $5,000 in the aggregate;
(viii) the Company has not delayed or postponed the payment
of accounts payable and other Liabilities outside the Ordinary Course of
Business;
(ix) the Company has not cancelled, compromised, waived,
or released any right or claim (or series of related rights and claims) either
involving more than $5,000 or outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense
of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the
articles of incorporation, or bylaws of the Company;
(xii) the Company has not issued, sold, or otherwise
disposed of any of its capital stock, or granted any options, warrants, or
other rights to purchase or obtain (including upon conversion, exchange, or
exercise) any of its capital stock;
(xiii) the Company has not declared, set aside, or paid any
dividend or made any distribution with respect to its capital stock or
membership interests, as the case may be, (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its capital stock;
(xiv) the Company has not experienced any damage,
destruction, or loss (whether or not covered by insurance) to its property;
(xv) the Company has not made any loan to, or entered into
any other transaction with, any of its directors, officers, and employees
outside the Ordinary Course of Business;
(xvi) the Company has not entered into any employment
contract or collective bargaining agreement, written or oral, or modified the
terms of any existing such contract or agreement;
(xvii) the Company has not granted any increase in the base
compensation of any of its directors, officers, and employees outside the
Ordinary Course of Business;
(xviii) the Company has not adopted, amended, modified or
terminated any bonus, profit-sharing, incentive, severance, or other plan,
contract, or commitment for the benefit of any of its directors, officers, and
employees (or taken any such action with respect to any other Employee Benefit
Plan);
12
<PAGE> 14
(xix) the Company has not made any other change in
employment terms for any of its directors, officers, and employees outside the
Ordinary Course of Business;
(xx) the Company has not made or pledged to make any
charitable or other capital contribution outside the Ordinary Course of
Business;
(xxi) the Company has not paid any amount to any third
party with respect to any Liability or obligation (including any costs and
expenses the Company has incurred or may incur in connection with this
Agreement and the transactions contemplated hereby);
(xxii) there has not been any other material occurrence,
event, incident, action, failure to act, or transaction outside the Ordinary
Course of Business involving any of the Company or the Shareholders; and
(xxiii) neither the Company nor any Shareholder has committed
to any of the foregoing.
(j) Undisclosed Liabilities. The Company has no Liability (and
there is no Basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against any of them giving
rise to any Liability), except for (i) Liabilities set forth on the face of the
Most Recent Balance Sheet (rather than in any notes thereto) and (ii)
Liabilities which have arisen after the Most Recent Fiscal Month End in the
Ordinary Course of Business (none of which results from, arises out of, relates
to, is in the nature of, or was caused by any breach of contract, breach of
warranty, tort, infringement, or violation of law).
(k) Legal Compliance. The Company and its Affiliates have complied
with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local, and foreign governments (and all agencies thereof), and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure so to comply.
(l) Tax Matters.
(i) The Company has made a valid election pursuant to
Section 1362(a) of the Code to be an "S corporation" within the meaning of
Section 1361(a)(1) of the Code and has continued to qualify as such for all
taxable years since its formation and will continue to so qualify through the
Effective Time. In the past ten (10) years, the Company has not acquired assets
from another corporation in a transaction in which the Company's tax basis for
the assets so acquired was determined, in whole or in part, by reference to the
tax basis of such assets (or any other property) in the hands of the transferor
of such assets. The Company has timely filed all Tax Returns that were required
to be filed prior to the date hereof. All such Tax Returns were correct and
complete in all respects. All Taxes owed by the Company (whether or not shown
on any Tax Return) have been timely paid. The Company currently is not the
beneficiary of any extension of time within which to file any Tax Return. No
claim has ever been made by an authority in a jurisdiction where the Company
does not file Tax Returns that it is or may be
13
<PAGE> 15
subject to taxation by that jurisdiction. There are no Security Interests on
any of the assets of the Company that arose in connection with any failure (or
alleged failure) to pay any Tax.
(ii) The Company has withheld and paid all Taxes required
to have been withheld and paid in connection with amounts paid or owing to any
employee, independent contractor, creditor, Shareholder or other third party.
(iii) No Shareholder or member or director or officer (or
employee responsible for Tax matters) of the Company expects any authority to
assess any additional Taxes for any period for which Tax Returns have been
filed. There is no dispute or claim concerning any Tax Liability of the Company
either (A) claimed or raised by any authority in writing or (B) as to which any
of the Shareholders (and employees responsible for Tax matters) of the Company
has Knowledge based upon personal contact with any agent of such authority.
Section 4(l) of the Disclosure Schedule lists all federal, state, local, and
foreign income Tax Returns filed with respect to the Company for taxable
periods ended on or after December 31, 1997, indicates those Tax Returns that
have been audited, and indicates those Tax Returns that currently are the
subject of audit. The Company has delivered to Grace correct and complete
copies of all federal income Tax Returns, examination reports, and statements
of deficiencies assessed against or agreed to by the Company.
(iv) The Company has not waived any statute of limitations
in respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.
(v) The unpaid Taxes of the Company (A) did not, as of
the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather
than any reserve for deferred Taxes established to reflect timing differences
between book and Tax income) set forth on the face of the Most Recent Balance
Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as
adjusted for the passage of time through the Closing Date in accordance with
the past custom and practice of the Company in filing their Tax Returns.
(vi) None of the Company and its Subsidiaries has filed a
consent under Code Section 341(f) concerning collapsible corporations. None of
the Company and its Subsidiaries has made any payments, is obligated to make
any payments, or is a party to any agreement that under certain circumstances
could obligate it to make any payments that will not be deductible under Code
Section 280G. None of the Company and its Subsidiaries has been a United States
real property holding corporation within the meaning of Code Section 897(c)(2)
during the applicable period specified in Code Section 897(c)(1)(A)(ii). None
of the Company and its Subsidiaries is a party to any Tax allocation or sharing
agreement. None of the Company and its Subsidiaries (A) has been a member of an
Affiliated Group filing a consolidated federal income Tax Return (other than a
group the common parent of which was the Company) or (B) has any Liability for
the Taxes of any Person (other than any of the Company and its Subsidiaries)
under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local,
or foreign law), as a transferee or successor, by contract, or otherwise.
(vii) Section 4(l) of the Disclosure Schedule sets forth
the following information with respect to the Company as of the most recent
practicable date (as well as on an
14
<PAGE> 16
estimated pro forma basis as of the Closing giving effect to the consummation
of the transactions contemplated hereby):
(A) the basis of the Company in its assets;
(B) the amount of any net operating loss, net
capital loss, unused investment or other credit, unused foreign tax, or excess
charitable contribution allocable to the Company; and
(C) the amount of any deferred gain or loss
allocable to the Company arising out
of any Deferred Intercompany Transaction.
(m) Real Property.
(i) The Company owns no real property.
(ii) Section 4(m)(ii) of the Disclosure Schedule lists and
describes briefly all real property leased or subleased to the Company. The
Company has delivered to Grace correct and complete copies of the leases and
subleases listed in Section 4(m)(ii) of the Disclosure Schedule (as amended to
date). With respect to each lease and sublease listed in Section 4(m)(ii) of
the Disclosure Schedule:
(A) the lease or sublease is legal, valid,
binding, enforceable, and in full force and effect;
(B) the lease or sublease will continue to be
legal, valid, binding, enforceable, and in full force and effect on identical
terms following the consummation of the transactions contemplated hereby
(including the consummation of the Merger);
(C) the Company is not, nor to the Knowledge
of the Company or the Shareholders, is any other party to the lease or sublease
is in breach or default thereof, and no event has occurred which, with notice
or lapse of time, would constitute a breach or default or permit termination,
modification, or acceleration thereunder;
(D) the Company has not, nor to the Knowledge
of the Company or the Shareholders, has any other party to the lease or
sublease repudiated any provision thereof;
(E) there are no disputes, oral agreements, or
forbearance programs in effect as to the lease or sublease;
(F) with respect to each sublease, the
representations and warranties set forth in subsections (A) through (E) above
are, to the Knowledge of the Company or the Shareholders, true and correct with
respect to the underlying lease;
(G) the Company has not assigned, transferred,
conveyed, mortgaged, deeded in trust, or encumbered any interest in the
leasehold or subleasehold;
15
<PAGE> 17
(H) all facilities leased or subleased
thereunder have received all approvals of governmental authorities (including
licenses and permits) required of the Company in connection with the operation
thereof and have been operated and maintained in accordance with applicable
laws, rules, and regulations;
(I) all facilities leased or subleased
thereunder are supplied with utilities and other services necessary for the
operation of said facilities; and
(n) Intellectual Property.
(i) The Company owns or has the right to use pursuant to
license, sublicense, agreement, or permission all Intellectual Property
necessary or desirable for the operation of the businesses of the Company as
presently conducted. Each item of Intellectual Property owned or used by the
Company immediately prior to the Closing hereunder will be owned or available
for use by Grace or the Surviving Corporation on identical terms and conditions
immediately subsequent to the Closing hereunder. The Company has taken all
necessary and desirable action to maintain and protect each item of
Intellectual Property that it owns or uses.
(ii) The Company has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property
rights of third parties, and none of the Shareholders and the directors and
officers (and employees with responsibility for Intellectual Property matters)
of the Company has ever received any charge, complaint, claim, demand, or
notice alleging any such interference, infringement, misappropriation, or
violation (including any claim that the Company must license or refrain from
using any Intellectual Property rights of any third party). To the Knowledge of
any of the Shareholders and the directors and officers (and employees with
responsibility for Intellectual Property matters) of the Company, no third
party has interfered with, infringed upon, misappropriated, or otherwise come
into conflict with any Intellectual Property rights of the Company.
(iii) Section 4(n)(iii) of the Disclosure Schedule
identifies each patent or registration (including, without limitation, any
state or federal trademark or copyright registration) which has been issued to
the Company with respect to any of its Intellectual Property, identifies each
pending patent application or application for registration (including, without
limitation, any state or federal trademark or copyright application for
registration) which the Company has made with respect to any of its
Intellectual Property, and identifies each license, agreement, or other
permission which the Company has granted to any third party with respect to any
of its Intellectual Property (together with any exceptions). The Company has
delivered to Grace correct and complete copies of all such patents,
registrations, applications, licenses, agreements, and permissions (as amended
to date) and has made available to Grace correct and complete copies of all
other written documentation evidencing ownership and prosecution (if
applicable) of each such item. Section 4(n)(iii) of the Disclosure Schedule
also identifies each trade name or unregistered trademark used by the Company
in connection with any of its businesses. With respect to each item of
Intellectual Property required to be identified in Section 4(n)(iii) of the
Disclosure Schedule:
16
<PAGE> 18
(A) The Company possess all right, title, and
interest in and to the item, free and clear of any Security Interest, license,
or other restriction;
(B) the item is not subject to any outstanding
injunction, judgment, order, decree, ruling, or charge;
(C) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand is pending or, to the
Knowledge of any of the Shareholders and the directors and officers (and
employees with responsibility for Intellectual Property matters) of the
Company, is threatened which challenges the legality, validity, enforceability,
use, or ownership of the item; and
(D) the Company has never agreed to indemnify
any Person for or against any interference, infringement, misappropriation, or
other conflict with respect to the item.
(iv) Section 4(n)(iv) of the Disclosure Schedule
identifies each item of Intellectual Property that any third party owns and
that the Company uses pursuant to license, sublicense, agreement, or
permission. The Company has delivered to Grace correct and complete copies of
all such licenses, sublicenses, agreements, and permissions (as amended to
date). With respect to each item of Intellectual Property required to be
identified in Section 4(n)(iv) of the Disclosure Schedule;
(A) the license, sublicense, agreement, or
permission covering the item is legal, valid, binding, enforceable, and in full
force and effect;
(B) the license, sublicense, agreement, or
permission will continue to be legal, valid, binding, enforceable, and in full
force and effect on identical terms following the consummation of the
transactions contemplated hereby (including the consummation of the Merger);
(C) no party to the license, sublicense,
agreement, or permission is in breach or default, and no event has occurred
which with notice or lapse of time would constitute a breach or default or
permit termination, modification, or acceleration thereunder;
(D) no party to the license, sublicense,
agreement, or permission has repudiated any provision thereof;
(E) with respect to each sublicense, the
representations and warranties set forth in subsections (A) through (D) above
are, to the Knowledge of the Company and the Shareholders, true and correct
with respect to the underlying license;
(F) the underlying item of Intellectual Property
is not, to the Knowledge of the Company and the Shareholders, subject to any
outstanding injunction, judgment, order, decree, ruling, or charge;
17
<PAGE> 19
(G) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand is pending or, to the
Knowledge of any of the Shareholders and the directors and officers (and
employees with responsibility for Intellectual Property matters) of the
Company, is threatened which challenges the legality, validity, or
enforceability of the underlying item of Intellectual Property; and
(H) the Company has not granted any sublicense
or similar right with respect to the license, sublicense, agreement, or
permission.
(v) To the Knowledge of any of the Shareholders and the
managers, directors and officers (and employees with responsibility for
Intellectual Property matters) of the Company, the Company will not interfere
with, infringe upon, misappropriate, or otherwise come into conflict with, any
Intellectual Property rights of third parties as a result of the continued
operation of its businesses as presently conducted and as presently proposed to
be conducted.
(o) Tangible Assets. The Company owns or leases all buildings,
machinery, equipment, and other tangible assets necessary for the conduct of
their businesses as presently conducted and as presently proposed to be
conducted. Each such tangible asset is free from defects (patent and latent),
has been maintained in accordance with normal industry practice, is in good
operating condition and repair (subject to normal wear and tear), and is
suitable for the purposes for which it presently is used and presently is
proposed to be used.
(p) Contracts. Section 4(p) of the Disclosure Schedule lists the
following contracts and other agreements to which the Company is a party:
(i) any agreement (or group of related agreements) for
the lease of personal property to or from any Person providing for lease
payments in excess of $2,500 per annum;
(ii) any agreement (or group of related agreements) for
the purchase or sale of raw materials, commodities, supplies, products, or
other personal property, or for the furnishing or receipt of services, the
performance of which will extend over a period of more than one year, result in
a material loss to the Company, or involve consideration in excess of $2,500;
(iii) any agreement concerning a partnership or joint
venture;
(iv) any agreement (or group of related agreements) under
which it has created, incurred, assumed, or guaranteed any indebtedness for
borrowed money, or any capitalized lease obligation, in excess of $1,000 or
under which it has imposed a Security Interest on any of its assets, tangible
or intangible;
(v) any agreement concerning confidentiality or
noncompetition;
(vi) any agreement involving any of the Shareholders or
their Affiliates;
18
<PAGE> 20
(vii) any profit sharing, stock option, stock purchase,
stock appreciation, deferred compensation, severance, or other material plan or
arrangement for the benefit of its current or former directors, officers, and
employees;
(viii) any collective bargaining agreement;
(ix) any agreement for the employment of any individual on
a full-time, part-time, consulting, or other basis providing annual
compensation in excess of $30,000 or providing severance benefits;
(x) any agreement under which it has advanced or loaned
any amount to any of its directors, officers, and employees outside the
Ordinary Course of Business;
(xi) any agreement under which the consequences of a
default or termination could have a material adverse effect on the business,
financial condition, operations, results of operations, or future prospects of
the Company; or
(xii) any other agreement (or group of related agreements)
the performance of which involves consideration in excess of $5,000.
The Company has delivered to Grace a correct and complete copy of each written
agreement listed in Section 4(p) of the Disclosure Schedule (as amended to
date) and a written summary setting forth the terms and conditions of each oral
agreement referred to in Section 4(p) of the Disclosure Schedule. With respect
to each such agreement: (A) the agreement is legal, valid, binding,
enforceable, and in full force and effect; (B) the agreement will continue to
be legal, valid, binding, enforceable, and in full force and effect on
identical terms following the consummation of the transactions contemplated
hereby (including the assignments and assumptions referred to in Section 2
above); (C) no party is in breach or default, and no event has occurred which
with notice or lapse of time would constitute a breach or default, or permit
termination, modification, or acceleration, under the agreement; and (D) no
party has repudiated any provision of the agreement.
(q) Notes and Accounts Receivable. All notes and accounts
receivable of the Company are reflected properly on their books and records,
are valid receivables subject to no setoffs or counterclaims, are current and
collectible, and are reasonably expected to be collected in accordance with
their terms at their recorded amounts, subject only to the reserve for bad
debts set forth on the face of the Most Recent Balance Sheet (rather than in
any notes thereto) as adjusted for the passage of time through the Closing Date
in accordance with the past custom and practice of the Company.
(r) Powers of Attorney. There are no outstanding powers of
attorney executed on behalf of the Company.
(s) Insurance. Section 4(s) of the Disclosure Schedule sets forth
the following information with respect to each insurance policy (including
policies providing property, casualty, liability, and workers' compensation
coverage and bond and surety arrangements) to the
19
<PAGE> 21
Company has been a party, a named insured, or otherwise the beneficiary of
coverage at any time since the commencement of the Company's operations:
(i) the name, address, and telephone number of the agent;
(ii) the name of the insurer, the name of the
policyholder, and the name of each covered
insured;
(iii) the policy number and the period of coverage;
(iv) the scope (including an indication of whether the
coverage was on a claims made, occurrence, or other basis) and amount
(including a description of how deductibles and ceilings are calculated and
operate) of coverage; and
(v) a description of any retroactive premium adjustments
or other loss-sharing arrangements.
With respect to each such insurance policy: (A) the policy is legal, valid,
binding, enforceable, and in full force and effect; (B) the policy will
continue to be legal, valid, binding, enforceable, and in full force and effect
on identical terms following the consummation of the transactions contemplated
hereby (including the assignments and assumptions referred to in Section 2
above); (C) neither the Company nor any other party to the policy is in breach
or default (including with respect to the payment of premiums or the giving of
notices), and no event has occurred which, with notice or the lapse of time,
would constitute such a breach or default, or permit termination, modification,
or acceleration, under the policy; and (D) no party to the policy has
repudiated any provision thereof. The Company has been covered since the
commencement of operations by insurance in scope and amount customary and
reasonable for the businesses in which it has engaged during the aforementioned
period. Section 4(s) of the Disclosure Schedule describes any self-insurance
arrangements operated by the Company.
(t) Litigation. Section 4(t) of the Disclosure Schedule sets forth
each instance in which the Company (i) is subject to any outstanding
injunction, judgment, order, decree, ruling, or charge or (ii) is a party or,
to the Knowledge of any of the Shareholders and the directors and officers (and
employees with responsibility for litigation matters) of the Company, is
threatened to be made a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before any
arbitrator. None of the actions, suits, proceedings, hearings, and
investigations set forth in Section 4(t) of the Disclosure Schedule are
reasonably expected to result in any material adverse change in the business,
financial condition, operations, results of operations, or future prospects of
the Company. None of the Shareholders and the directors and officers (and
employees with responsibility for litigation matters) of the Company has any
Basis to believe that any such action, suit, proceeding, hearing, or
investigation may be brought or threatened against the Company.
(u) Product Warranty; Y2K
20
<PAGE> 22
(i) Each product or service either manufactured, sold,
leased, provided or delivered by the Company has been in conformity with all
applicable contractual commitments and all express and implied warranties, and
the Company has no Liability (and there is no Basis for any present or future
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand against any of them giving rise to any Liability) for replacement or
repair thereof or other damages in connection therewith, subject only to the
reserve for product warranty claims set forth on the face of the Most Recent
Balance Sheet (rather than in any notes thereto) as adjusted for the passage of
time through the Closing Date in accordance with the past custom and practice
of the Company. No product or service either manufactured, sold, leased,
provided or delivered by the Company is subject to any guaranty, warranty, or
other indemnity beyond the applicable standard terms and conditions of sale or
lease. Section 4(u) of the Disclosure Schedule includes copies of the standard
terms and conditions of sale or lease for the Company (containing applicable
guaranty, warranty, and indemnity provisions).
(ii) the computer hardware and software systems used for
the storage and processing of the Company's data ("Systems") are Millennium
Compliant, none of the Systems, operations or business functions will be
adversely affected by any third party's failure to be Millennium Complaint, all
of the Company's suppliers, customers and third party providers (as such
Persons affect the services to be provided to the Company hereunder) are
Millennium Compliant, and the Company is taking, or has taken, all necessary
and appropriate action to address and remedy any known or reasonably expected
deficiencies in the Systems from becoming Millennium Compliant. As used in this
Agreement, "Millennium Compliant" shall mean the ability of the Systems to
provide the following functions, without human intervention, individually and
in combination with other products or systems:
(A) consistently handle date information before,
during and after January 1, 2000, including but not limited to accepting date
input, providing date output and performing calculations on dates or portions
of dates;
(B) function accurately and without interruption
before, during and after January 1, 2000 (including leap year computations),
without any change in operations associated with the advent of a new century;
(C) respond to two-digit date input in a way
that resolves any ambiguity as to century in a disclosed, defined and
predetermined manner; and
(D) store and provide output of date information
in ways that are unambiguous as to century.
(v) Product Liability. The Company has no Liability (and there is
no Basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against any of them giving
rise to any Liability) arising out of any injury to individuals or property as
a result of the ownership, possession, or use of any product or service either
manufactured, sold, leased, provided or delivered by the Company.
21
<PAGE> 23
(w) Employees. To the Knowledge of any of the Shareholders and the
directors and officers (and employees with responsibility for employment
matters) of the Company, no executive, key employee, or group of employees has
any plans to terminate employment with the Company. The Company is not a party
to or bound by any collective bargaining agreement, nor has it experienced any
strikes, grievances, claims of unfair labor practices, or other collective
bargaining disputes. The Company has not committed any unfair labor practice.
None of the Shareholders and the directors and officers (and employees with
responsibility for employment matters) of the Company has any Knowledge of any
organizational effort presently being made or threatened by or on behalf of any
labor union with respect to employees of the Company.
(x) Employee Benefits.
(i) Section 4(x) of the Disclosure Schedule lists each
Employee Benefit Plan that the Company maintains or to which the Company
contributes.
(A) Each such Employee Benefit Plan (and each
related trust, insurance contract, or fund) complies in form and in operation
in all material respects with the applicable requirements of ERISA, the Code,
and other applicable laws.
(B) All required reports and descriptions
(including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1's, and
Summary Plan Descriptions) have been filed or distributed appropriately with
respect to each such Employee Benefit Plan. The requirements of Part 6 of
Subtitle B of Title I of ERISA and of Code Section 4980B have been met with
respect to each such Employee Benefit Plan which is an Employee Welfare Benefit
Plan.
(C) All contributions (including all employer
contributions and employee salary reduction contributions) which are required
to be paid prior to the date hereof have been paid to each such Employee
Benefit Plan which is an Employee Pension Benefit Plan and all contributions
for any period ending on or before the Closing Date which are not yet due have
been paid to each such Employee Pension Benefit Plan or accrued in accordance
with the past custom and practice of the Company. All premiums or other
payments for all periods ending on or before the Closing Date have been paid
with respect to each such Employee Benefit Plan which is an Employee Welfare
Benefit Plan.
(D) Each such Employee Benefit Plan which is
an Employee Pension Benefit Plan meets the requirements of a "qualified plan"
under Code Section 401(a) and has received, within the last two years, a
favorable determination letter from the Internal Revenue Service.
(E) The market value of assets under each such
Employee Benefit Plan which is an Employee Pension Benefit Plan (other than any
Multiemployer Plan) equals or exceeds the present value of all vested and
nonvested Liabilities thereunder determined in accordance with PBGC methods,
factors, and assumptions applicable to an Employee Pension Benefit Plan
terminating on the date for determination.
22
<PAGE> 24
(F) The Company has delivered to Grace correct
and complete copies of the plan documents and summary plan descriptions, the
most recent determination letter received from the Internal Revenue Service,
the most recent Form 5500 Annual Report, and all related trust agreements,
insurance contracts, and other funding agreements which implement each such
Employee Benefit Plan.
(ii) With respect to each Employee Benefit Plan that the
Company, and the Controlled Group of Corporations which includes the Company
maintains or ever has maintained or to which any of them contributes, ever has
contributed, or ever has been required to contribute:
(A) No such Employee Benefit Plan which is an
Employee Pension Benefit Plan (other than any Multiemployer Plan) has been
completely or partially terminated or been the subject of a Reportable Event as
to which notices would be required to be filed with the PBGC. No proceeding by
the PBGC to terminate any such Employee Pension Benefit Plan (other than any
Multiemployer Plan) has been instituted or, to the Knowledge of any of the
Shareholders and the directors and officers (and employees with responsibility
for employee benefits matters) of the Company, threatened.
(B) There have been no Prohibited Transactions
with respect to any such Employee Benefit Plan. No Fiduciary has any Liability
for breach of fiduciary duty or any other failure to act or comply in
connection with the administration or investment of the assets of any such
Employee Benefit Plan. No action, suit, proceeding, hearing, or investigation
with respect to the administration or the investment of the assets of any such
Employee Benefit Plan (other than routine claims for benefits) is pending or,
to the Knowledge of any of the Shareholders and the directors and officers (and
employees with responsibility for employee benefits matters) of the Company,
threatened. None of the Shareholders and the directors and officers (and
employees with responsibility for employee benefits matters) of the Company has
any Knowledge of any Basis for any such action, suit, proceeding, hearing, or
investigation.
(C) The Company has not incurred, and none of
the Shareholders and the directors and officers (and employees with
responsibility for employee benefits matters) of the Company has any reason to
expect that the Company will incur; any Liability to the PBGC (other than PBGC
premium payments) or otherwise under Title IV of ERISA (including any
withdrawal Liability) or under the Code with respect to any such Employee
Benefit Plan which is an Employee Pension Benefit Plan.
(iii) Neither the Company nor the other members of the
Controlled Group of Corporations that includes the Company contributes to, ever
has contributed to, or ever has been required to contribute to any
Multiemployer Plan or has any Liability (including withdrawal Liability) under
any Multiemployer Plan.
(iv) The Company does not maintain, nor ever has
maintained, nor contributes, ever has contributed, or ever has been required to
contribute to any Employee Welfare Benefit Plan providing medical, health, or
life insurance or other welfare-type benefits for current or
23
<PAGE> 25
future retired or terminated employees, their spouses, or their dependents
(other than in accordance with Code Section 4980B).
(y) Guaranties. The Company is not a guarantor or otherwise is
liable for any Liability or obligation (including indebtedness) of any other
Person.
(z) Environment, Health, and Safety.
(i) The Company and its Affiliates have complied in all
material respects with all Environmental, Health, and Safety Laws, and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure so to comply. Without limiting the generality of the preceding
sentence, the Company and its Affiliates have obtained and been in material
compliance with all of the terms and conditions of all permits, licenses, and
other authorizations which are required under, and have complied with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules, and timetables which are contained in, all
Environmental, Health, and Safety Laws.
(ii) The Company has no Liability (and the Company and its
Affiliates has handled or disposed of any substance, arranged for the disposal
of any substance, exposed any employee or other individual to any substance or
condition, or owned or operated any property or facility in any manner that
could form the Basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand against the Company
giving rise to any Liability) for damage to any site, location, or body of
water (surface or subsurface), for any illness of or personal injury to any
employee or other individual, or for any reason under any Environmental,
Health, and Safety Law.
(iii) All properties and equipment used in the business of
the Company and its Affiliates have been free of asbestos, PCB's, methylene
chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins,
dibenzofurans, and Extremely Hazardous Substances.
(aa) Certain Business Relationships with the Company. None of the
Shareholders and their Affiliates has been involved in any business arrangement
or relationship the Company within the past 12 months, and none of the
Shareholders and their Affiliates owns any asset, tangible or intangible, which
is used in and necessary for the business of the Company.
(ab) Disclosure. The representations and warranties contained in
this Section 4 do not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements and
information contained in this Section 4 not misleading.
5. Representations and Warranties of Shareholders. Each of the
Shareholders, severally (and in proportion to their respective shares of the
Merger Consideration) and not jointly, represents and warrants to Grace that
the statements contained in this Section 5 are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
(as though made then and as though the Closing Date were substituted for the
date of this
24
<PAGE> 26
Agreement throughout this Section 5) with respect to himself or
itself, except as set forth in Annex I attached hereto.
(a) Organization of Certain Shareholders. If one or more of the
Shareholders is a corporation, partnership or other business entity, such
Shareholder is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or organization.
(b) Authorization of Transaction. Each Shareholder has full power
and authority (including, if one or more of the Shareholders is a corporation
or other business entity, full corporate or other organizational power and
authority) to execute and deliver this Agreement and to perform his, her or its
obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of each Shareholder, enforceable in accordance with its terms and
conditions. No Shareholder is required to give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by
this Agreement.
(c) Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which any Shareholder is subject
or, if the Shareholder is a corporation, any provision of its charter or bylaws
or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which any
Shareholder is a party or by which he or it is bound or to which any of his,
her or its assets is subject.
(d) Brokers' Fees. No Shareholder has any Liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which Grace could become
liable or obligated.
(e) Investment. Each Shareholder (i) understand that the Merger
Consideration has not been, and, except as otherwise provided in the
Registration Rights Agreement, will not be, registered under the Securities
Act, or under any state securities laws, and are being offered and sold in
reliance upon federal and state exemptions for transactions not involving any
public offering, (ii) is acquiring the Merger Consideration solely for his or
its own account for investment purposes, and not with a view to the
distribution thereof, (iii) is a sophisticated investor with knowledge and
experience in business and financial matters, (iv) has received certain
information concerning Grace and has had the opportunity to obtain additional
information as desired in order to evaluate the merits and the risks inherent
in holding the Merger Consideration, (v) is able to bear the economic risk and
lack of liquidity inherent in holding the Merger Consideration, and (vi) is an
Accredited Investor for the reasons set forth on Annex I. The Shareholders each
agree to execute and deliver to Grace the Investment Letter, which each
Shareholder acknowledges and agrees contains additional representations,
warranties and covenants with respect to the Shareholder's holding of the
Merger Consideration.
25
<PAGE> 27
(f) Capital Stock. Each Shareholder holds of record and owns
beneficially the number of shares of capital stock of the Company set forth
next to his, her or its name in Section 5(f) of the Disclosure Schedule, free
and clear of any restrictions on transfer (other than any restrictions under
the Securities Act and state securities laws), Taxes, Security Interests,
options, warrants, purchase rights, contracts, commitments, equities, claims,
and demands. No Shareholder is a party to any option, warrant, purchase right,
or other contract or commitment that could require any Shareholder to sell,
transfer, or otherwise dispose of any capital stock of the Company (other than
this Agreement). No Shareholder is a party to any voting trusts, proxy, or
other agreement or understanding with respect to the voting of any capital
stock of the Company.
6. Representations and Warranties of Grace. Grace and Merger Sub, jointly
and severally, represent and warrant to the Shareholders that the statements
contained in this Section 6 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though
made then and as though the Closing Date were substituted for the date of this
Agreement throughout this Section 6), except as set forth in the Disclosure
Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding
to the lettered and numbered paragraphs contained in this Section 6.
(a) Organization of Merger Sub and Grace. Merger Sub and Grace are
each corporations duly organized, validly existing, and in good standing under
the laws of the jurisdictions of their respective incorporation.
(b) Authorization of Transaction. Each of Merger Sub and Grace has
full power and authority (including full corporate power and authority) to
execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of each of
Merger Sub and Grace, enforceable in accordance with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby
(including the consummation of the Merger), will (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
either Merger Sub or Grace is subject or any provision of its charter or bylaws
or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which either
Merger Sub or Grace is a party or by which it is bound or to which any of its
assets is subject. Neither Merger Sub nor Grace need to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement (including the consummation of the
Merger).
(d) Brokers' Fees. Neither Grace nor Merger Sub has any Liability
or obligation to pay any fees or commissions to any broker, finder, or agent
with respect to the transactions
26
<PAGE> 28
contemplated by this Agreement for which the Company or the Shareholders could
become liable or obligated.
(e) Capitalization; Merger Consideration. The authorized capital
stock of Grace consists of 800,000,000 shares of Common Stock and 10,000,000 of
preferred stock, no par value, (the "Preferred Stock"), of which 82,033,457
shares of Common Stock and no shares of Preferred Stock are issued and
outstanding as of the date hereof. The shares of Common Stock constituting the
Merger Consideration, when issued in accordance with the terms and conditions
of this Agreement, will be validly issued, fully paid and nonassessable.
(f) SEC Reports and Grace Financial Statements. Since September
28, 1999, Grace has filed with the Securities and Exchange Commission (the
"SEC") all forms, reports, schedules, statements and other documents, and
amendments thereto, required to be filed by it through the date hereof, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such
forms, reports, schedules, statements, amendments and other documents, to the
extent filed and publicly available prior to the date of this Agreement, other
than preliminary filings, are referred to as the "SEC Reports"). The SEC
Reports, at the time filed, (i) did not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading and (ii) complied as
to form in all material respects with the applicable requirements of the
Exchange Act. Except with respect to matters previously disclosed in the SEC
Letter, the financial statements of Grace (including the related notes and
schedules thereto) included in the SEC Reports (the "Grace Financial
Statements") (A) comply as to form in all material respects with applicable
accounting requirements and with the published rules and regulations of the SEC
with respect thereto, (B) have been prepared in accordance with GAAP applied on
a consistent basis during the periods involved (except as may be indicated in
the notes thereto, or, in the case of the unaudited statements, as permitted by
the Instructions to Form 10-QSB promulgated by the SEC) and (C) fairly present
(subject, in the case of the unaudited statements, to normal year-end
adjustments) (a) the financial position of Grace, (b) the results of its
operations and (c) cash flows, in each case, as of the dates thereof or for the
period indicated, as the case may be. Except with respect to matters previously
disclosed in the SEC Letter, since the date of the last SEC Report, there has
been no material adverse change in the financial condition, operations or
business of Grace.
7. Pre-Closing Covenants. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.
(a) General. Each of the Parties will use its reasonable best
efforts to take all action and to do all things necessary, proper, or advisable
in order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions
set forth in Section 8 below).
(b) Notices and Consents. The Company will give any notices to
third parties, and the Company will use its reasonable best efforts to obtain
any third party consents, that Grace reasonably may request in connection with
the matters referred to in Section 4(c) above. Each of
27
<PAGE> 29
the Parties will give any notices to, make any filings with, and use its
reasonable best efforts to obtain any authorizations, consents, and approvals
of governments and governmental agencies in connection with the matters
referred to in Section 4(c) and Section 6(c) above.
(c) Operation of Business. The Company will not engage in any
practice, take any action, or enter into any transaction outside the Ordinary
Course of Business. Without limiting the generality of the foregoing, the
Company will not (i) declare, set aside, or pay any dividend or make any
distribution with respect to its capital stock or redeem, purchase, or
otherwise acquire any of its capital stock, (ii) pay any amount to any third
party with respect to any Liability or obligation (including any costs and
expenses the Company or any Shareholder has incurred or may incur in connection
with this Agreement and the transactions contemplated hereby, or (iii)
otherwise engage in any practice, take any action, or enter into any
transaction of the sort described in Section 4(h) above.
(d) Preservation of Business. The Company will maintain its
business and properties substantially intact, including its present operations,
physical facilities, working conditions, and relationships with lessors,
licensors, suppliers, customers, and employees.
(e) Full Access. The Company will permit representatives of Grace
to have full access at all reasonable times, and in a manner so as not to
interfere with the normal business operations of the Company, to all premises,
properties, personnel, books, records (including Tax records), contracts, and
documents of or pertaining to the Company.
(f) Notice of Developments. Each Party will give prompt written
notice to the other Party of any material adverse development causing a breach
of any of its own representations and warranties in Section 4, Section 5 and
Section 6 above.
(g) Exclusivity. The Company will not (i) solicit, initiate, or
encourage the submission of any proposal or offer from any Person relating to
the acquisition of any capital stock or other voting securities, or any
substantial portion of the assets, of the Company (including any acquisition
structured as a merger, consolidation, or share exchange) or (ii) participate
in any discussions or negotiations regarding, furnish any information with
respect to, assist or participate in, or facilitate in any other manner any
effort or attempt by any Person to do or seek any of the foregoing. The Company
will notify Grace immediately if any Person makes any proposal, offer, inquiry,
or contact with respect to any of the foregoing.
8. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.
(a) General. In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this Agreement,
each of the Parties will take such further action (including the execution and
delivery of such further instruments and documents) as any other Party
reasonably may request, all the sole cost and expense of the requesting Party
(unless the requesting Party is entitled to indemnification therefor under
Section 11 below). the Shareholders acknowledge and agree that from and after
the Closing, Grace will be entitled to
28
<PAGE> 30
possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to the Company.
(b) Litigation Support. In the event and for so long as any Party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Company or its predecessor, each of the other
Parties will cooperate with the contesting or defending Party and his or its
counsel in the contest or defense, make available his or its personnel, and
provide such testimony and access to his or its books and records as shall be
necessary in connection with the contest or defense, all at the sole cost and
expense of the contesting or defending Party (unless the contesting or
defending Party is entitled to indemnification therefor under Section 11
below).
(c) Transition. None of the Shareholders will take any action that
is designed or intended to have the effect of discouraging any lessor,
licensor, customer, supplier, or other business associate of the Company from
maintaining the same business relationships with the Company, Grace or any of
its Subsidiaries after the Closing as it maintained with the Company prior to
the Closing. Each of the Shareholders will refer all customer inquiries
relating to the businesses of the Company to Grace or the Surviving Corporation
from and after the Closing.
(d) Confidentiality. Each of the Shareholders will treat and hold
as such all of the Confidential Information, refrain from using any of the
Confidential Information except in connection with this Agreement, and deliver
promptly to Grace or destroy, at the request and option of Grace, all tangible
embodiments (and all copies) of the Confidential Information which are in his
or its possession. In the event that any of the Shareholders is requested or
required (by oral question or request for information or documents in any legal
proceeding, interrogatory, subpoena, civil investigative demand, or similar
process) to disclose any Confidential Information, the Shareholder will notify
Grace promptly of the request or requirement so that the Company or Grace may
seek an appropriate protective order or waive compliance with the provisions of
this Section 8(d). If, in the absence of a protective order or the receipt of a
waiver hereunder, any of the Shareholders is, on the advice of counsel,
compelled to disclose any Confidential Information to any tribunal or else
stand liable for contempt, the Shareholder may disclose the Confidential
Information to the tribunal; provided, however, that the disclosing Shareholder
shall use his or its reasonable best efforts to obtain, at the reasonable
request of the Grace, an order or other assurance that confidential treatment
will be accorded to such portion of the Confidential Information required to be
disclosed as Grace shall designate.
(e) Covenant Not to Compete. For a period of five years from and
after the Closing Date, none of the Shareholders will engage directly or
indirectly in any business, which, or a substantial part of which, engages,
within the United States of America, in the installation and servicing of
computers; provided, however, that no owner of less than 1% of the outstanding
stock of any publicly traded corporation shall be deemed to engage solely by
reason thereof in any of its businesses. If the final judgment of a court of
competent jurisdiction declares that any term or provision of this Section 8(e)
is invalid or unenforceable, the Parties agree that the court
29
<PAGE> 31
making the determination of invalidity or unenforceability shall have the power
to reduce the scope, duration, or area of the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.
(f) Merger Consideration. Certificates representing the Merger
Consideration will be imprinted with a legend substantially in the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RECOUPMENT AND INDEMNIFICATION PROVISIONS SET FORTH IN AN AGREEMENT AND PLAN OF
MERGER DATED AS OF MARCH 28, 2000 (THE "AGREEMENT") AMONG THE ISSUER OF SHARES
REPRESENTED BY THIS CERTIFICATE AND CERTAIN OTHER PERSONS. THIS CERTIFICATE WAS
ORIGINALLY ISSUED ON MARCH _, 2000, AND SUCH SHARES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF
THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS
SET FORTH IN THE AGREEMENT. THE ISSUER OF THIS CERTIFICATE WILL FURNISH A COPY
OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST.
Each Shareholder desiring to transfer any of the Merger Consideration first
must furnish Grace with (i) a written opinion reasonably satisfactory to Grace
in form and substance from counsel reasonably satisfactory to Grace by reason
of experience to the effect that the holder may transfer such shares as desired
without registration under the Securities Act; (ii) a written undertaking
executed by the desired transferee reasonably satisfactory to Grace in form and
substance agreeing to be bound by the recoupment provisions and the
restrictions on transfer contained herein and (iii) comply with any other
applicable terms and conditions contained in the Investment Letter to which
such Shareholder is a party.
(g) Trading in Grace Securities. At any time that any of the
Shareholders are in possession of any material, nonpublic information regarding
Grace, such Shareholders shall refrain from purchasing or selling any shares of
the Common Stock or disclosing such information to any other person. The
provisions of this Section 8(g) shall survive the termination of this Agreement
for any reason.
(h) Personal Guarantees; Certain Obligations. (a) Following the
Closing, Grace agrees to use its best reasonable efforts to have itself
substituted for the personal guarantees of the Shareholders as listed on
Schedule 8(h)(i) of the Disclosure Schedule. Grace agrees to indemnify and hold
harmless the Shareholders from and against any Adverse Consequences that any of
them may suffer arising out of the nonpayment of the obligations listed on
Schedule 8(h)(i) by the Company. (b) Grace agrees that it will cause, and
provide the necessary resources to, the Company to pay, within ninety (90) days
following the Closing, the obligations listed in Schedule 8(h)(ii). (c) Grace
agrees that it will cause, and provides the necessary resources to, the Company
to bring current the accounts payables listed in Schedule 8(h)(iii) within
ninety (90) days following the Closing. (d) Grace, the Company and the
Shareholders acknowledge and agree that the Shareholders shall be solely
responsible for any liability that the Company may have in respect of the
obligations listed in Schedule 8(h)(iv).
30
<PAGE> 32
9. Conditions to Obligation to Close.
(a) Conditions to Obligation of Grace. The obligation of Grace to
consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in
Section 4 and Section 5 above shall be true and correct in all material
respects at and as of the Closing Date;
(ii) the Company and the Shareholders, as the case may be,
shall have performed and complied with all of its covenants hereunder in all
material respects through the Closing;
(iii) the Company and the Shareholders, as the case may be,
shall have procured all of the third party consents specified in Section 7(b)
above;
(iv) no action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation, (C) affect adversely the right of Grace to
own the Company or to operate the businesses of the Company, or (D) affect
adversely the right of the Company to own its assets and to operate its
businesses (and no such injunction, judgment, order, decree, ruling, or charge
shall be in effect);
(v) the Company and the Shareholders shall have delivered
to Grace a certificate to the effect that each of the conditions specified
above in Section 9(a)(i)-(iv) is satisfied in all respects;
(vi) the Company and Grace shall have received all other
authorizations, consents, and approvals of governments and governmental
agencies referred to in Section 4(c) and Section 6(c) above;
(vii) Grace shall have received evidence in form and
substance reasonably satisfactory to it, that certain employment agreements
shall have been duly executed and delivered by the parties thereto;
(viii) Grace shall have received from counsel to the Company
an opinion in form and substance as set forth in Exhibit B attached hereto,
addressed to Grace, and dated as of the Closing Date;
(ix) Grace shall have received the resignations, effective
as of the Closing, of each director and officer of the Company or any
Subsidiary other than those whom Grace shall have specified in writing prior to
the Closing;
31
<PAGE> 33
(x) Grace shall have received satisfactory evidence of
the cancellation of any deferred compensation or unreimbursed expenses owed by
the Company or any Subsidiary to any of the Shareholders; and
(xi) all actions to be taken by the Company in connection
with consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to
Grace.
Grace may waive any condition specified in this Section 9(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Shareholders. The obligation
the Shareholders to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:
(i) the representations and warranties set forth in
Section 6 above shall be true and correct in all material respects at and as of
the Closing Date;
(ii) Grace shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions contemplated by this Agreement
or (B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect);
(iv) Grace shall have delivered to the Shareholders a
certificate to the effect that each of the conditions specified above in
Section 9(b)(i)-(iii) is satisfied in all respects;
(v) the Company and Grace shall have received all other
authorizations, consents, and approvals of governments and governmental
agencies referred to in Section 4(c) and Section 6(c) above;
(vi) the Shareholders shall have received from counsel to Grace an
opinion in form and substance as set forth in Exhibit C attached hereto,
addressed the Shareholders, and dated as of the Closing Date;
(vii) the Shareholders and Grace shall have entered into the
Registration Rights Agreement; and
32
<PAGE> 34
(viii) all actions to be taken by Grace in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to
the Shareholders.
The Shareholders may waive any condition specified in this Section 9(b) if it
executes a writing so stating at or prior to the Closing.
10. Termination.
(a) Termination of Agreement. Certain of the Parties may terminate
this Agreement as provided below:
(i) Grace and the Shareholders may terminate this
Agreement by mutual written consent at any time prior to the Closing;
(ii) Grace may terminate this Agreement by giving written
notice the Shareholders at any time prior to the Closing (A) in the event
either the Company or the Shareholders has breached any material
representation, warranty, or covenant contained in this Agreement in any
material respect, Grace has notified the Company or the Shareholders, as the
case may be, of the breach, and the breach has continued without cure for a
period of 5 days after the notice of breach or (B) if the Closing shall not
have occurred on or before April 15, 2000, by reason of the failure of any
condition precedent under Section 9(a) hereof (unless the failure results
primarily from Grace itself breaching any representation, warranty, or covenant
contained in this Agreement); and
(iii) the Shareholders may terminate this Agreement by
giving written notice to Grace at any time prior to the Closing (A) in the
event Grace has breached any material representation, warranty, or covenant
contained in this Agreement in any material respect, the Shareholders have
notified Grace of the breach, and the breach has continued without cure for a
period of 5 days after the notice of breach or (B) if the Closing shall not
have occurred on or before April 15, 2000, by reason of the failure of any
condition precedent under Section 9(b) hereof (unless the failure results
primarily from the Company or the Shareholders themselves breaching any
representation, warranty, or covenant contained in this Agreement).
(b) Effect of Termination. If any Party terminates this Agreement
pursuant to Section 10(a) above, except with respect to obligations of
confidentiality, which shall survive any such termination, all rights and
obligations of the Parties hereunder shall terminate without any Liability of
any Party to any other Party (except for any Liability of any Party then in
breach).
11. Remedies for Breaches of This Agreement.
(a) Survival of Representations and Warranties. All of the
representations, warranties and covenants contained in this Agreement shall
survive the Closing (even if the damaged Party knew or had reason to know of
any misrepresentation or breach of warranty at the time of Closing). Such
representations, warranties and covenants shall continue in full force and
effect
33
<PAGE> 35
(i) forever thereafter (subject to any applicable statutes of
limitations) with respect to the representations and warranties contained in
Section 4(a) - (d), (f), (g), (l), (x) and (z), and in Sections 5, 6 and the
covenants contained herein and (ii) until June 30, 2001 with respect to the
other representations and warranties contained in Section 4.
(b) Indemnification Provisions for Benefit of Grace.
(i) In the event the Company or Shareholders breach (or
in the event any third party alleges facts that, if true, would mean the
Company or the Shareholders have breached) any of their representations and
warranties contained in this Agreement (other than the representations and
warranties contained in Section 5 and any covenant contained in this Agreement,
indemnification for breach of which shall be governed by Section 11(b)(ii)
hereof), and, if there is an applicable survival period pursuant to Section
11(a) above, provided that Grace makes a written claim for indemnification
pursuant to Section 12(h) below within such survival period, then the
Shareholders agree to indemnify Grace from and against the entirety of any
Adverse Consequences that Grace may suffer through and after the date of the
claim for indemnification (including any Adverse Consequences that Grace may
suffer after the end of any applicable survival period) resulting from, arising
out of, relating to, in the nature of, or caused by the breach (or the alleged
breach).
(ii) In the event any of the Shareholders breaches (or in
the event any third party alleges facts that, if true, would mean any of the
Shareholders has breached) any of his or its representations and warranties
contained in Section 5 or any covenant contained in this Agreement, and, if
there is an applicable survival period pursuant to Section 11(a) above,
provided that Grace makes a written claim for indemnification against the
breaching Shareholder pursuant to Section 12(h) below within such survival
period, then the breaching Shareholder agrees to indemnify Grace from and
against the entirety of any Adverse Consequences that Grace may suffer through
and after the date of the claim for indemnification (including any Adverse
Consequences that Grace may suffer after the end of any applicable survival
period) resulting from, arising out of, relating to, in the nature of, or
caused by the breach (or the alleged breach).
(iii) The Shareholders, severally and not jointly, agree to
indemnify Grace from and against the entirety of any Adverse Consequences that
Grace may suffer resulting from, arising out of, relating to, in the nature of,
or caused by:
(A) any Liability of the Company or its
predecessors for unpaid Taxes with respect to any Tax year or portion thereof
ending on or before the Closing Date (or for any Tax year beginning before and
ending after the Closing Date to the extent allocable to the portion of such
period beginning before and ending on the Closing Date), to the extent such
Taxes are not reflected in the reserve for Tax Liability (rather than any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) shown on the face of the Closing Balance Sheet, or
(B) any Liability of the Company for the unpaid
Taxes of any Person (other than the Company) under Treas. Reg. Section 1.1502-6
(or any similar provision of state, local, or foreign law), as a transferee or
successor, by contract, or otherwise.
34
<PAGE> 36
(c) Indemnification Provisions for Benefit of the Shareholders. In
the event Grace or Merger Sub breaches (or in the event any third party alleges
facts that, if true, would mean that Grace or Merger Sub has breached) any of
their respective representations, warranties, and covenants contained in this
Agreement, and, if there is an applicable survival period pursuant to Section
11(a) above, provided that any of the Shareholders makes a written claim for
indemnification against Grace pursuant to Section 12(h) below within such
survival period, then Grace agrees to indemnify each of the Shareholders from
and against the entirety of any Adverse Consequences the Shareholders may
suffer through and after the date of the claim for indemnification (including
any Adverse Consequences the Shareholder may suffer after the end of any
applicable survival period) resulting from, arising out of, relating to, in the
nature of, or caused by the breach (or the alleged breach).
(d) Matters Involving Third Parties.
(i) If any third party shall notify any Party (the
"Indemnified Party") with respect to any matter (a "Third Party Claim") which
may give rise to a claim for indemnification against any other Party (the
"Indemnifying Party") under this Section 11, then the Indemnified Party shall
promptly notify each Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in notifying any
Indemnifying Party shall relieve the Indemnifying Party from any obligation
hereunder unless (and then solely to the extent) the Indemnifying Party thereby
is prejudiced.
(ii) Any Indemnifying Party will have the right to defend
the Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the
Indemnifying Party notifies the Indemnified Party in writing within 15 days
after the Indemnified Party has given notice of the Third Party Claim that the
Indemnifying Party will indemnify the Indemnified Party from and against the
entirety of any Adverse Consequences the Indemnified Party may suffer resulting
from, arising out of, relating to, in the nature of, or caused by the Third
Party Claim, (B) the lndemnifying Party provides the Indemnified Party with
evidence reasonably acceptable to the Indemnified Party that the Indemnifying
Party will have the financial resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third Party
Claim involves only money damages and does not seek an injunction or other
equitable relief, (D) settlement of, or an adverse judgment with respect to,
the Third Party Claim is not, in the good faith judgment of the Indemnified
Party, likely to establish a precedential custom or practice materially adverse
to the continuing business interests of the Indemnified Party, and (E) the
Indemnifying Party conducts the defense of the Third Party Claim actively and
diligently.
(iii) So long as the Indemnifying Party is conducting the
defense of the Third Party Claim in accordance with Section 11(d)(ii) above,
(A) the Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim, (B) the
Indemnified Party will not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (C)
the Indemnifying Party will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party
35
<PAGE> 37
Claim without the prior written consent of the Indemnified Party (not to be
withheld unreasonably).
(iv) In the event any of the conditions in Section 11(d)
(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may
defend against, and consent to the entry of any judgment or enter into any
settlement with respect to, the Third Party Claim in any manner it reasonably
may deem appropriate (and the Indemnified Party need not consult with, or
obtain any consent from, any Indemnifying Party in connection therewith), (B)
the Indemnifying Parties will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third Party Claim
(including reasonable attorneys' fees and expenses), and (C) the Indemnifying
Parties will remain responsible for any Adverse Consequences the Indemnified
Party may suffer resulting from, arising out of, relating to, in the nature of,
or caused by the Third Party Claim to the fullest extent provided in this
Section 11.
(e) Determination of Adverse Consequences. The Parties shall take
into account the time cost of money (using the Applicable Rate as the discount
rate) in determining Adverse Consequences for purposes of this Section 11. All
indemnification payments under this Section 11 shall be deemed adjustments to
the Purchase Price.
(f) Recoupment under Escrow Agreement. Notwithstanding any other
indemnification provisions contained in this Section 11, Grace agrees that, to
the extent that it suffers any Adverse Consequences as the result of a breach
by the Company and the Shareholders of the representations and warranties
contained in Section 4 of this Agreement, it will first recoup such losses by
proceeding in accordance with the Escrow Agreement against the Escrow Shares.
To the extent that the Escrow Shares shall be insufficient to satisfy any such
claim or claims, Grace may then seek any other indemnification to which it is
entitled under this Section 11. Nothing herein shall be construed as limiting
Grace from seeking any other indemnification to which it is entitled under this
Section 11 for the breach of the representations and warranties contained in
Section 5 of this Agreement or for the breach of any of the covenants made by
the Company or the Shareholders hereunder.
(g) Other Indemnification Provisions. The foregoing
indemnification provisions are in addition to, and not in derogation of, any
statutory, equitable, or common law remedy any Party may have for breach of
representation, warranty, or covenant. Each of the Shareholders hereby agrees
that he or it will not make any claim for indemnification against Grace by
reason of the fact that he or it was a director, officer, employee, or agent of
the Company or its predecessor or was serving at the request of any such entity
as a partner, trustee, director, officer, employee, or agent of another entity
(whether such claim is for judgments, damages, penalties, fines, costs, amounts
paid in settlement, losses, expenses, or otherwise and whether such claim is
pursuant to any statute, charter document, bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding, complaint, claim, or demand brought by
Grace against such Shareholder (whether such action, suit, proceeding,
complaint, claim, or demand is pursuant to this Agreement, applicable law, or
otherwise).
(h) Limitation on Liability. Notwithstanding the foregoing, an
Indemnifying Party shall not be obligated to indemnify an Indemnified Party for
any Adverse Consequences suffered
36
<PAGE> 38
hereunder the aggregate value of which exceeds the aggregate Fair Market Value
of the Merger Consideration as of the Closing Date.
12. Miscellaneous.
(a) Survival of Representations and Warranties. All of the
representations and warranties of the Parties contained in this Agreement shall
survive the Closing hereunder as and to the extent provided in Section 11
hereof.
(b) Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject
matter of this Agreement without the prior written approval of the other Party;
provided, however, that any Party may make any public disclosure it believes in
good faith is required by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the disclosing Party
will use its best efforts to advise the other Party prior to making the
disclosure).
(c) No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.
(d) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by or
between the Parties, written or oral, with respect to the matters contained
herein.
(e) Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Party; provided, however, that Grace may (i)
assign any or all of its rights and interests hereunder to one or more of its
Affiliates and (ii) designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases Grace nonetheless shall
remain responsible for the performance of all of its obligations hereunder).
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(g) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(h) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:
37
<PAGE> 39
If Grace or Merger Sub:
1960 Chantilly Drive
Atlanta, Georgia 30324
Attention: James Blanchard
Copy to:
Rogers & Hardin, LLP
2700 International Tower
229 Peachtree Street NE
Atlanta, Georgia 30303
Attention: Michael Rosenzweig
If to the Company:
650 Douglas avenue, Suite 1020
Altamonte Springs, Florida 32714
Attention: Richard Warren
Copy to:
Gray, Harris & Robinson, P.A.
201 East Pine Street, Suite 1200
Orlando, Florida 32801
Attention: William A.Grimm, Esq.
If to the Shareholders:
C/O Alpha Computer Systems, Inc.
650 Douglas Avenue, Suite 1020
Altamonte Springs, Florida 32714
Attention: Richard Warren
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any Party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Party notice in the manner herein set forth.
38
<PAGE> 40
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Georgia without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Georgia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Georgia.
(j) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by
Grace and the Shareholders. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(k) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(l) Expenses. Each of the Parties will bear his or its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby. The Company agrees
that it has not borne, nor will it bear, any of the costs and expenses of the
Shareholders (including any of their legal fees and expenses) in connection
with this Agreement or any of the transactions contemplated hereby. The Company
also agrees that it has not paid any amount to any third party with respect to
any of the costs and expenses of it or the Shareholders (including any of their
legal fees and expenses) in connection with this Agreement or any of the
transactions contemplated hereby.
(m) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. Nothing in the
Disclosure Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein unless the Disclosure Schedule
identifies the exception with reasonable particularity and describes the
relevant facts in reasonable detail. Without limiting the generality of the
foregoing, the mere listing (or inclusion of a copy) of a document or other
item shall not be deemed adequate to disclose an exception to a representation
or warranty made herein (unless the representation or warranty has to do with
the existence of the document or other item itself). The Parties intend that
each representation, warranty, and covenant contained herein shall have
independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty, or covenant.
39
<PAGE> 41
(n) Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
(o) Specific Performance. Each of the Parties acknowledges and
agrees that the other Party would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Party shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter (subject to the provisions set
forth in Section 11(p) below), in addition to any other remedy to which it may
be entitled, at law or in equity.
(p) Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Atlanta, Georgia, in any
action or proceeding arising out of or relating to this Agreement and agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court. Each party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court.
Each of the Parties waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other Party with respect thereto. Any
Party may make service on the other Party by sending or delivering a copy of
the process to the Party to be served at the address and in the manner provided
for the giving of notices in Section 11(h) above. Nothing in this Section
11(p), however, shall affect the right of any Party to serve legal process in
any other manner permitted by law or in equity. Each Party agrees that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or in
equity.
(q) Tax Matters. Any agreement between the Company and any of its
Affiliates regarding allocation or payment of Taxes or amounts in lieu of Taxes
shall be deemed terminated at and as of the Closing. The Parties will (i)
cooperate in the preparation and filing of an election under Code Section
338(h)(10) and (ii) take all such action as is required in order to give effect
to the election for state, local, and foreign Tax purposes to the greatest
extent permitted by law.
40
<PAGE> 42
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
AVANA ACQUISITION SUB II, INC.
By:
---------------------------
Title:
-------------------------
GRACE DEVELOPMENT, INC.
By:
---------------------------
Title:
------------------------
ALPHA COMPUTER SERVICES, INC.
By:
---------------------------
Title:
-------------------------
SHAREHOLDERS:
--------------------------------
O. E. "Randy" Ray
--------------------------------
Wendy Lewis
--------------------------------
Richard Warren
41
<PAGE> 43
INDEX TO EXHIBITS
EXHIBIT A--HISTORICAL FINANCIAL STATEMENTS
EXHIBIT B--FORM OF OPINION OF COUNSEL TO THE COMPANY
EXHIBIT C--FORM OF OPINION OF COUNSEL TO GRACE
EXHIBIT D--FORM OF ESCROW AGREEMENT
EXHIBIT E - FORM OF INVESTMENT LETTER
EXHIBIT F--FORM OF REGISTRATION RIGHTS AGREEMENT
DISCLOSURE SCHEDULE--EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
SCHEDULE A - ALLOCATION OF MERGER CONSIDERATION
<PAGE> 44
EXHIBIT A
INCOME STATEMENT
ALPHA COMPUTER SERVICE, INC.
Period: 12/01/1999 to 12/31/1999
<TABLE>
<CAPTION>
0099 CURRENT PERIOD 0099 YEAR-TO-DATE
ACTUALS ACTUALS
All Sub Accounts All Sub Accounts
Amount Ratio Amount Ratio
<S> <C> <C> <C> <C>
SALES - PRODUCT $ 99,098.09 31.37 $1,436,327.25 40.02
CREDITS - PRODUCT (2,447.74) .77- (195,761.03) 5.45-
SALES - TIME & MATERIAL 81,069.89 25.66 770,219.99 21.46
CREDITS - TIME & MATERIAL (614.13) .19- (26,642.03) .74-
SALES - SUPPORT AGREEMENTS 141,091.45 44.66 1,698,517.78 47.33
CREDITS - SUPPORT AGREEMENTS (2,308.70) .73- (93,877.16) 2.62-
----------- -------------
NET SALES $315,888.86 100.00 $3,588,784.80 100.00
COSTS OF GOODS SOLD
COGS - MATERIAL SUPPORT AGREE $ 13,882.07 4.39 $ 130,834.03 3.65
COGS - MATERIAL PRODUCT 66,986.23 21.21 860,121.96 23.97
COGS - LABOR 64,085.79 20.29 761,307.53 21.21
COGS - TRAVEL 8,536.35 2.70 76,066.08 2.12
COGS - OUTSIDE SERVICE 7,732.54 2.45 138,833.15 3.87
COGS - FREIGHT SUPPORT AGREE 4,710.87 1.49 51,442.16 1.43
COGS - FREIGHT PRODUCT 2,171.81 .69 29,343.24 .82
COGS - OTHER 0.00 .00 (92.05) .00-
----------- -------------
TOTAL COST OF GOODS SOLD $168,105.66 53.22 $2,047,856.10 57.06
----------- -------------
TOTAL DEPARTMENT EXPENSES $ 51,664.68 16.36 $ 447,058.37 12.46
----------- -------------
GROSS MARGIN $ 96,118.52 30.43 $1,093,870.33 30.48
----------- -------------
TOTAL SELLING EXPENSES $ 18,860.06 5.97 $ 176,304.20 4.91
TOTAL ADMINISTRATIVE EXPENSES 125,999.72 39.89 949,931.75 26.47
----------- -------------
TOTAL SELL & ADMIN EXPENSE $144,859.78 45.86 $1,126,235.95 31.38
----------- -------------
NET OPERATING INCOME $(48,741.26) 15.43- $ (32,365.62) .90-
----------- -------------
MISCELLANEOUS INCOME
MISCELLANEOUS INCOME $ 2,260.00 .72 $ 5,461.01 .15
----------- -------------
TOTAL MISCELLANEOUS INCOME $ 2,260.00 .72 $ 5,461.01 .15
----------- -------------
MISCELLANEOUS EXPENSES
AMORTIZATION EXPENSE 9,196.37 2.91 110,356.44 3.08
INTEREST EXPENSE 3,347.40 1.06 45,906.61 1.28
PENALTIES 40.03 .01 506.03 .01
----------- -------------
TOTAL MISCELLANEOUS EXPENSES $ 12,583.80 3.98 $ 156,769.08 4.37
----------- -------------
NET INCOME BEFORE TAXES $(59,065.06) 18.70- $ (183,673.69) 5.12-
=========== =============
</TABLE>
<PAGE> 45
ALPHA COMPUTER SERVICE, INC.
BALANCE SHEET
As of 12/31/1999
<TABLE>
<CAPTION>
0099
ACTUALS
All Sub Accounts
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH $(86,133.30)
ACCOUNTS RECEIVABLE 368,664.72
ACCOUNTS RECEIVABLE - EMPLOYEE 17,146.60
ACCOUNTS RECEIVABLE - OFFICERS 5,102.70
NOTES RECEIVABLE - ZYTEK 23,333.03
INVENTORY - FIFO 429,005.95
UNINVOICED DROP SHIPMENTS (1,261.32)
PREPAID EXPENSES 2,102.00
-----------
TOTAL CURRENT ASSETS $ 757,960.38
PROPERTY AND EQUIPMENT
MACHINERY & EQUIPMENT 76,492.06
AUTO & TRUCKS 212,787.84
FURNITURE & FIXTURES 30,943.57
-----------
PROPERTY AND EQUIPMENT $ 320,223.47
ACCUMULATED DEPRECIATION (188,296.28)
------------
TOTAL PROPERTY AND EQUIPMENT $ 131,927.19
OTHER ASSETS
PURCHASED CONTRACT RIGHTS $(27,910.90)
NON-COMPETE AGREEMENTS 201,500.00
OTHER MISCELLANEOUS ASSETS 12,813.46
-----------
TOTAL OTHER ASSETS $ 186,402.56
------------
TOTAL ASSETS $1,076,290.13
=============
</TABLE>
<PAGE> 46
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEET
As of 12/31/99
<TABLE>
<CAPTION>
0099
ACTUALS
All Sub Accounts
<S> <C> <C> <C>
LIABILITIES
CURRENT LIABILITIES
ACCOUNTS PAYABLE - TRADE $ 598,010.63
UNINVOICED RECEIVINGS (3,928.16)
NOTE PAYABLE-BARNETT BANK LOAN 14,375.53
ACCRUED SALES 140,200.62
NOTES PAYABLE - DHS 26,346.82
NOTE PAYABLE - W&R INVESTMENT 23,957.05
NOTES PAYABLE - W. LEWIS 29,500.00
LINE OF CREDIT 50,390.61
NOTES PAYABLE-CURRENT PORTION 202,520.68
DEPOSIT - CUSTOMER SALES ORDER 3,843.64
ACCRUED PAYROLL 26,094.25
ACCRUED PAYROLL TAXES & OTHER 57,917.48
ACCRUED STATE SALES TAX 726.08
ACCRUED EXPENSES (4,433.76)
-----------
TOTAL CURRENT LIABILITIES $ 1,165,521.47
LONG TERM LIABILITIES
NOTES PAYABLE $ 433,537.21
CURRENT PORTION - LONG TERM (202,346.95)
-----------
TOTAL LONG TERM LIABILITIES $ 231,190.26
------------
STOCKHOLDERS EQUITY
S-CORP DISTRIBUTION ACCOUNT (86,577.74)
CAPITAL STOCK - COMMON VOTING
$0.01 PAR VALUE, 500 SHARE AUTHORIZED,
ISSUED AND OUTSTANDING.
COMMON STOCK 5.00
ADDITIONAL PAID IN CAPITAL 34,320.98
RETAINED EARNINGS (84,496.15)
CURRENT YEAR RETAINED EARNINGS $(183,673.69)
-----------
TOTAL STOCKHOLDERS EQUITY $(320,421.60)
TOTAL LIABILITIES & EQUITY $1,076,290.13
============
</TABLE>
<PAGE> 47
EXHIBIT (b)
ALPHA COMPUTER SERVICES, INC.
FINANCIAL STATEMENTS
WITH INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
December 31, 1997
<PAGE> 48
CONTENTS
Page
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT 3
<PAGE> 49
[VESTAL & WILER
--------------
CERTIFIED PUBLIC ACCOUNTANTS
LETTERHEAD]
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
Alpha Computer Services, Inc.
Altamonte Springs, Florida
We have compiled the accompanying balance sheet of Alpha Computer Services, Inc.
(a Florida S Corporation) as of December 31, 1997 and the related statement of
operations and accumulated deficit for the year then ended in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statement of cash flows required by generally accepted accounting principles.
If the omitted disclosures and statement of cash flows were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position, results of operations and cash flows. Accordingly,
these financial statements are not designed for those who are not informed about
such matters.
/s/ Vestal & Wiler
Certified Public Accountants
July 31, 1998
<PAGE> 50
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEET
December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash $ 44,367
Accounts and notes receivable 364,908
Inventories 201,715
Employee advances 4,173
Prepaid expenses 8,825
Loans to shareholders 14,102
----------
TOTAL CURRENT ASSETS 638,090
----------
PROPERTY AND EQUIPMENT -- Net of accumulated
depreciation of $89,023 60,732
----------
OTHER ASSETS:
Intangible assets, net of accumulated
amortization of $471,885 394,302
Other 4,778
----------
TOTAL OTHER ASSETS 399,080
----------
$1,097,902
==========
</TABLE>
<PAGE> 51
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 202,520
Notes payable -- shareholders 41,457
Accounts payable 146,631
Accrued liabilities 39,478
Customer deposits 137,551
----------
TOTAL CURRENT LIABILITIES 567,637
----------
LONG-TERM DEBT 500,855
----------
STOCKHOLDERS' EQUITY:
Common stock -- $0.01 par value; 2,000 shares
authorized, 500 shares issued and outstanding 5
Additional paid-in capital 34,321
Accumulated deficit (4,916)
----------
TOTAL STOCKHOLDERS' EQUITY 29,410
----------
$1,097,902
==========
</TABLE>
See independent accountant's compilation report.
2
<PAGE> 52
ALPHA COMPUTER SERVICES, INC.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Year Ended December 31, 1997
<TABLE>
<S> <C>
NET SALES $2,983,245
COST OF SALES 1,877,769
----------
GROSS PROFIT 1,105,476
OPERATING EXPENSES 903,287
----------
INCOME FROM OPERATIONS 202,189
----------
OTHER INCOME (EXPENSE):
Interest expense (96,916)
Other 6,824
----------
OTHER EXPENSE -- NET (90,092)
----------
NET INCOME 112,097
ACCUMULATED DEFICIT -- Beginning of year (117,013)
----------
ACCUMULATED DEFICIT -- End of year $ (4,916)
==========
</TABLE>
See independent accountant's compilation report.
3
<PAGE> 53
EXHIBIT (h)
ALPHA COMPUTER SERVICES, INC.
FINANCIAL STATEMENTS
WITH INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
December 31, 1998 and 1997
<PAGE> 54
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT 3
</TABLE>
<PAGE> 55
[VESTAL & WILER LETTERHEAD]
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
Alpha Computer Services, Inc.
Altamonte Springs, Florida
We have compiled the accompanying balance sheets of Alpha Computer Services,
Inc. (a Florida S Corporation) as of December 31, 1998 and 1997 and the related
statements of operations and accumulated deficit for the years then ended in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statements of cash flows required by generally accepted accounting principles.
If the omitted disclosures and statements of cash flows were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position, results of operations and cash flows.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
Vestal & Wiler
Certified Public Accounts
August 12, 1999
<PAGE> 56
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEETS
December 31, 1998 and 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 44,401 $ 44,367
Accounts and notes receivable 403,031 364,908
Inventories 365,477 201,715
Employee advances 7,388 4,173
Prepaid expenses 2,351 8,825
Loans to shareholders 20,937 14,102
---------- ----------
TOTAL CURRENT ASSETS 843,585 638,090
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of
$139,941 and $89,023 181,191 60,732
---------- ----------
OTHER ASSETS:
Intangible assets, net of accumulated amortization of
$582,242 and $471,885 283,945 394,302
Other 12,578 4,778
---------- ----------
TOTAL OTHER ASSETS 296,523 399,080
---------- ----------
$1,321,299 $1,097,902
========== ==========
</TABLE>
<PAGE> 57
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 202,520 202,520
Notes payable 68,518 --
Notes payable - shareholders 41,457 41,457
Accounts payable 443,629 146,631
Accrued liabilities 87,165 39,478
Customer deposits 154,451 137,551
---------- ----------
TOTAL CURRENT LIABILITIES 997,740 567,637
---------- ----------
LONG-TERM DEBT 424,338 500,855
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - $0.01 par value; 2,000 shares
authorized, 500 shares issued and outstanding 5 5
Additional paid-in capital 34,321 34,321
Accumulated deficit (135,105) (4,916)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (100,779) 29,410
---------- ----------
$1,321,299 $1,097,902
========== ==========
</TABLE>
See independent accountant's compilation report.
2
<PAGE> 58
ALPHA COMPUTER SERVICES, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
--------- ----------
<S> <C> <C>
NET SALES $3,520,992 $2,983,245
COST OF SALES 2,502,571 1,877,769
--------- ---------
GROSS PROFIT 1,018,421 1,105,476
OPERATING EXPENSES 1,058,300 903,287
--------- ---------
INCOME (LOSS) FROM OPERATIONS (39,879) 202,189
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense (50,425) (96,916)
Other 7,223 6,824
--------- ---------
OTHER EXPENSE - NET (43,202) (90,092)
--------- ---------
NET INCOME (LOSS) (83,081) 112,097
ACCUMULATED DEFICIT - Beginning of year (4,916) (117,013)
---------
S Corporation distributions (47,108) --
--------- ---------
ACCUMULATED DEFICIT - End of year $ (135,105) $ (4,916)
========= =========
</TABLE>
See independent accountant's compilation report.
3
<PAGE> 59
EXHIBIT B
FORM OF OPINION OF COUNSEL TO THE COMPANY
1. The Company was formed under the Florida Business Corporation Law (the
"Act") and is in good standing under the Act.
2. The Company has been organized under the Act.
3. The Company has the corporate power to conduct its business and to execute
and deliver the Agreement and to perform its obligations thereunder.
4. Randall Ray, as President of the Company, has been authorized by all
necessary corporate action on behalf of the Company to execute and deliver
the Agreement and to perform the obligations contemplated by the Agreement
(including, in particular, the consummation of the merger of Avana
Acquisition Sub II, Inc. with and into the Company).
5. Randall Ray, as President of the Company, has executed and delivered the
Agreement on behalf of the Company.
6. Subject to the limitations contained in the next paragraph and elsewhere
herein, the Agreement is a valid, binding and enforceable obligation of the
Company.
The foregoing opinion concerning the validity, binding effect, and
enforceability of the Agreement means that, with respect to the Company
only, (a) the Agreement constitutes an effective contract under applicable
law; (b) the Agreement is not invalid in its entirety because of a specific
statutory prohibition or public policy and is not subject in its entirety
to contractual defenses; and (c) subject to the remainder of this
paragraph, some remedy is available if the Company is in material default
under the Agreement. These opinions do not mean that (a) any particular
remedy is available upon a material default or (b) every provision of the
Agreement will be upheld or enforced in any or each circumstance by a
court. Furthermore, the validity and binding effect of the Agreement may be
limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar
statutes, rules, regulations or other laws affecting the enforcement of
creditors' rights and remedies generally and (b) the unavailability of, or
limitation on the availability of, a particular right or remedy (whether in
a proceeding in equity or at law) because of an equitable principle or a
requirement as to commercial reasonableness, conscionability or good faith.
7. The execution and delivery of the Agreement and the consummation of the
transactions described therein or effected thereby do not, to our
knowledge, constitute a breach or default of any material agreements
pursuant to which the Company is bound.
<PAGE> 60
8. The execution and delivery of the Agreement, the duty of the Company to
perform its obligations under the Agreement and the exercise by the Company
of its rights created by the Agreement do not (i) violate the Company's
Articles of Incorporation or its Bylaws, (ii) to our knowledge, violate a
judgment, decree or order of any court, which judgment, decree or order is
expressly binding on the Company, or (iii) contravene any statute, law,
regulation or rule of the State of Florida and the United States (assuming
performance in accordance with the Agreement) which in our experience are
normally applicable to transactions of the type contemplated by the
Agreement.
9. The authorized capital stock of the Company consists of shares of common
stock, $____ par value, of which ____ shares are issued and outstanding.
10. To our knowledge, all outstanding shares of common stock of the Company are
fully paid and nonassessable and are not subject to preemptive rights. To
our knowledge, other than as described in or contemplated by the Agreement,
there are no outstanding or authorized (i) options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require the Company to issue, sell, or
otherwise cause to become outstanding any of its capital stock; (ii) stock
appreciation, phantom stock, profit participation, or similar rights with
respect to the Company; or (iii) voting trusts, proxies or other agreements
or understandings with respect to the voting of the capital stock of the
Company.
11. To our knowledge, no consent, approval or authorization of, or declaration,
filing or registration with, any governmental body is required in
connection with the Company's execution, delivery and performance of the
Agreement, other than the filings necessary to effect the merger in
jurisdictions in which the parties to the merger are or should be formed,
organized or qualified.
12. To our knowledge, and except as disclosed on the Disclosure Schedule or in
the letter attached hereto as Exhibit "B," there are no pending or overtly
threatened legal proceedings against the Company.
<PAGE> 61
EXHIBIT C
FORM OF R & H OPINION
1. Based solely on a Certificate from the Secretary of State of the State
of Colorado, dated March __, 2000, Grace is in good standing and is authorized
and competent to transact business or to conduct its affairs within the State of
Colorado. Merger Sub is a corporation duly organized and validly existing under
the laws of the State of Georgia.
2. Each of Merger Sub and Grace has full power and authority (including
full corporate power and authority) to execute and deliver this Agreement and to
perform its obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of each of Merger Sub and Grace, enforceable in
accordance with its terms.
3. Neither the execution and the delivery of the Agreement, nor the
consummation of the transactions contemplated thereby (including the
consummation of the Merger), will (i) violate any constitution, statute,
regulation or rule, or, to our knowledge, any injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which either Merger Sub or Grace is subject, (ii) any
provision of their respective articles of incorporation or bylaws, or (iii) to
our knowledge, conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any material contract
or agreement.
4. The authorized capital stock of Grace consists of 800,000,000 shares of
Common Stock and 10,000,000 of preferred stock, no par value, (the "Preferred
Stock"), of which, to our knowledge and subject to the information contained in
the SEC Reports, _____________ shares of Common Stock and no shares of Preferred
Stock were issued and outstanding as of the date of the Agreement. The shares of
Common Stock constituting the Merger Consideration, when issued in accordance
with the terms and conditions of this Agreement, will be validly issued, fully
paid and nonassessable.
<PAGE> 62
EXHIBIT D
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") is made and entered into this ____
day of March, 2000 by and among Grace Development, Inc., a Colorado corporation
("Grace"), Alpha Computer, Inc., a Florida corporation (the "Company"), Richard
Warren, a resident of the State of Florida ("Warren") and Rogers & Hardin,
L.L.P. (the "Escrow Agent"), a Georgia limited liability partnership.
Capitalized terms used herein that are not otherwise defined shall have the same
meaning as defined in that certain Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 28, 2000 by and between Grace, the Company, the
shareholders of the Company and Avana Acquisition Sub II, Inc., a Georgia
corporation.
W I T N E S S E T H:
WHEREAS, Grace, the Company and Warren are parties to the Merger Agreement
pursuant to which a wholly-owned subsidiary of Grace has agreed to merge with
and into the Company (the "Merger") with the Company as the Surviving
Corporation;
WHEREAS, in order to induce Grace to enter into the Merger Agreement, the
Company and the shareholders of the Company made certain representations,
warranties and covenants and Warren has agreed that the Escrow Shares would be
available to Grace to recoup all or any part of any Adverse Consequences
suffered by Grace in breach thereof; and
WHEREAS, pursuant to Section 3(a) of the Merger Agreement, the parties
thereto have agreed that the Escrow Agent shall receive, hold and distribute the
Escrow Shares in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties agree as follows:
1. ESCROW DEPOSIT.
On the Closing Date, Grace shall deliver to the Escrow Agent the Escrow
Shares to the Escrow Agent Trust Account described on Exhibit "A" attached
hereto and incorporated herein by this reference (the "Escrow").
2. DISTRIBUTION OF THE ESCROW SHARES.
The Escrow Agent shall distribute any Escrow Shares remaining in escrow
hereunder to Warren on the later of (a) March _, 2001 (the "Termination Date),
provided, however, that if, on the Termination Date, there are any pending
Adverse Consequences Claims (as hereinafter defined), the Escrow Agent shall
continue to hold that number of the Escrow Shares equal to the aggregate
Estimated Value (as hereinafter defined) of all such claims divided by the
greater of the average Fair Market Value as used in the Merger Agreement to
determine the Merger Consideration (the "Merger Consideration Fair Market
Value") or the Fair Market Value of the
<PAGE> 63
Common Stock on the trading day immediately preceding the Termination Date, or
(b) if, prior to the Termination Date, the Escrow Agent receives a notice from
Grace that it has suffered Adverse Consequences under the Merger Agreement (such
notice to contain a good faith estimate by Grace of the value of such claim (the
"Estimated Value") and has made a claim against the Company and the shareholders
of the Company in respect of a breach of the representations and warranties
contained in Section 4 of the Merger Agreement, or against Warren in respect of
any breach of Section 5 of the Agreement or any covenant contained therein (each
an "Adverse Consequences Claim"), the date that the Escrow Agent receives a
notice, signed by both Grace and Warren that all such Adverse Consequences Claim
or Claims have been cured or satisfied.
3. DISTRIBUTION OF THE ESCROW SHARES TO GRACE.
Upon receipt of a notice signed by both Grace and Warren that an Adverse
Consequences Claim shall be satisfied by distribution of all or a portion of the
Escrow Shares or cash in lieu of part or all of the Escrow Shares, as the case
may be, the Escrow Agent shall distribute to Grace the cash, if any, plus the
number of Escrow Shares equal to the value of such Adverse Consequences Claim as
provided in the notice with respect thereto with the number of Escrow Shares
determined by dividing the portion of the value of the Adverse Consequences
Claim remaining after the payment of cash, if any, by the greater of the Merger
Consideration Fair Market Value or the Fair Market Value of the Common Stock on
the trading day immediately preceding the date of such notice.
4. DUTIES OF THE ESCROW AGENT.
The acceptance by the Escrow Agent of its duties under this Agreement is
subject to the following terms and conditions, which the parties to this
Agreement hereby agree shall fully govern and control with respect to the Escrow
Agent's rights, duties, liabilities and immunities:
(a) The Escrow Agent shall be protected in acting upon any written notice,
request, waiver, consent, receipt or other paper or document which the Escrow
Agent believes in good faith emanates from one of the parties hereto, not only
as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and accuracy of any information contained therein. The
Escrow Agent is also relieved from the necessity of satisfying itself as to the
authority of the persons executing this Agreement in a representative capacity.
(b) The Escrow Agent shall not be liable for any error of judgment, or for
any act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything that it may do or refrain from doing in connection
herewith, except for its own gross negligence or willful misconduct.
(c) The Escrow Agent shall have no duties except those set forth herein,
and the Escrow Agent shall not be subject to, or obliged to recognize, any other
agreement between, or direction or instruction of, any or all of the parties
hereto. The Escrow Agent shall not be bound by any notice of a claim, demand or
objection with respect to any of the Escrow, or any waiver, modification,
termination or rescission of this Agreement, unless received by it in writing,
and if
-2-
<PAGE> 64
its duties herein are affected, unless it shall have given its consent
thereto.
(d) The Escrow Agent's acceptance of the appointment as escrow agent
hereunder shall not prevent it from representing any party hereto in any dispute
over disbursement of, or conflicting claims to, any of the Escrow, or otherwise.
If any dispute arises over disbursement of, or conflicting claims to, any of the
Escrow, then unless both parties agree upon and direct the Escrow Agent to act
in a specific manner, the Escrow Agent shall interplead such contested Escrow
into a court of proper jurisdiction of its choosing, and thereupon the Escrow
Agent shall be fully and completely discharged of its duties as escrow agent
with respect to such contested Escrow.
(e) The Escrow Agent shall provide the parties hereto with written notice
at least five days before filing any action to determine the responsibilities of
the Escrow Agent or the entitlement of either party to disbursement of the
Escrow, in order to facilitate resolution of any such issues by the parties;
provided, however, that the Escrow Agent shall not be required to give such
notice if the Escrow Agent determines that any such delay could have an adverse
effect on the value of the Escrow.
5. INDEMNIFICATION AND EXPENSE REIMBURSEMENT OF THE ESCROW AGENT.
Grace and Warren jointly and severally agree to indemnify, defend and hold
harmless the Escrow Agent from any and all costs, expenses, damages or liability
of any kind whatsoever (excluding legal fees) arising by virtue of its services
as escrow agent hereunder, except for liabilities due to the Escrow Agent's
negligence or willful misconduct, and to reimburse the Escrow Agent for all
reasonable costs and expenses incurred by the Escrow Agent in connection with
the performance of its duties hereunder. As between Grace and Warren, each
agrees to bear 50% of such costs and expenses and to contribute (or reimburse
the other party) its respective portion of such amounts incurred.
6. NOTICE.
Unless otherwise expressly required hereby, all deliveries, notices,
certificates and other communications required or permitted hereunder shall be
in writing and shall be sufficiently given and shall be deemed given when
transmitted by facsimile (transmission confirmed) or five days after mailing
(except that mailed notices to the Escrow Agent shall be effective only when
received by the Escrow Agent) when mailed, with proper postage prepaid, by
registered or certified U.S. mail, return receipt requested addressed as
follows:
To the Escrow Agent: Rogers & Hardin, L.L.P.
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Michael Rosenzweig, Esq.
To the Company: Alpha Computer, Inc.
--------------------
-3-
<PAGE> 65
--------------------
With a copy to: Gray, Harris & Robinson, P.A.
201 East Pine Street, Suite 1200
Orlando, Florida 32801
Attention: William Grimm, Esq.
To Warren: Richard Warren
--------------------------------
--------------------------------
With a copy to: --------------------------------
--------------------------------
--------------------------------
To Grace: Grace Development, Inc.
1690 Chantilly Drive
Atlanta, Georgia 30324
Attention: James Blanchard
with a copy to: Rogers & Hardin, L.L.P.
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Michael Rosenzweig, Esq.
Any party may, by notice given hereunder, designate any future or different
addresses to which subsequent notices, certificates and other communications
shall be sent.
7. APPLICABLE LAW.
This Agreement shall be construed under and governed exclusively by the
laws of the State of Georgia, without regard to its principles of conflicts of
law.
8. AMENDMENT.
This Agreement may be amended or modified only in a writing signed by all
parties hereto.
9. ACKNOWLEDGEMENT OF RELATIONSHIP.
The parties hereto acknowledge that the Escrow Agent serves as legal
counsel to Grace in connection with certain matters, including these
transactions, and agree that Escrow Agent's service as escrow agent hereunder
shall in no way limit, restrict, impair or otherwise interfere
-4-
<PAGE> 66
with Escrow Agent's ability to represent Grace in any respect, including,
without limitation, in connection with the transactions contemplated by the
Merger Agreement. There are no representations, warranties, covenants, promises
or agreements on the part of any party hereto to any other party hereto with
respect to the matters set forth herein which are not explicitly set forth
herein or in the Merger Agreement and the agreements contemplated therein.
10. ASSIGNMENT AND BINDING EFFECT.
No party may assign this Agreement or any interest herein without the prior
written consent of the other parties hereto, and any purported assignment
without such consent shall be void. Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
11. EXECUTION; COUNTERPARTS.
This Agreement may be executed by facsimile, and it may be executed in two
or more counterparts, each of which shall be an original but all of which shall
constitute but one and the same agreement and shall become binding upon the
parties when each party hereto has executed one or more counterparts.
12. RIGHT TO SELL ESCROW SHARES; DIVIDENDS AND PROXIES WITH RESPECT TO THE
ESCROW SHARES.
Warren shall have the right to sell all or part of the Escrow Shares,
provided Warren otherwise has the right to sell such shares, with the proceeds
after applicable commissions to be held in this Escrow in lieu of such Escrow
Shares. Any dividends or shares received on account of the Escrow Shares shall
be held in Escrow pending disposition of the Escrow Shares according to this
Agreement. While the Escrow Shares are in Escrow, Warren shall have the right to
exercise any and all voting and consensual rights and powers with respect
thereto.
-5-
<PAGE> 67
IN WITNESS WHEREOF, Escrow Agent, Grace, the Company and Warren have each
caused this Agreement to be executed and have delivered this Agreement as of the
date and year first written above.
ROGERS & HARDIN, L.L.P.
By:
-----------------------------
Michael Rosenzweig, a Partner
GRACE DEVELOPMENT, INC.
By:
-----------------------------
Its:
ALPHA COMPUTER, INC.
By:
-----------------------------
Its:
WARREN
- ---------------------------------
Richard Warren
-6-
<PAGE> 68
EXHIBIT E
March __, 2000
Board of Directors of
Grace Development, Inc.
1690 Chantilly Drive
Atlanta, Georgia 30324
To whom it may concern:
Reference is made to that certain Agreement and Plan of Merger dated as of
March 28, 2000 (the "Merger Agreement") pursuant to which a wholly-owned
subsidiary (the "Merger Sub") of Grace Development, Inc., a Colorado corporation
(the "Corporation"), merged with and into Alpha Computer Services, Inc., a
Florida corporation (the "Company"). Capitalized terms used herein that are not
otherwise defined herein shall have the same meaning as in the Merger Agreement.
As used herein the term "Merger Agreement" shall mean the Merger Agreement and
any documents or agreements ancillary thereto. Pursuant to the terms and
conditions of the Merger Agreement, I will be issued _____ shares (the "Shares")
of the common stock, $.01 par value per share (the "Common Stock"), of the
Corporation. In consideration of the Corporation's issuance of the Shares to me
upon the terms and conditions set forth herein and in the Merger Agreement, I
hereby represent, warrant and agree as follows:
1. I have sufficient knowledge and experience in financial and business
matters to be able to evaluate the risks and merits of the investment
represented by the purchase of the Shares.
2. I am aware that the business of the Corporation involves significant and
material economic variables and risks that could adversely affect my investment
in the Shares.
3. I am able to bear the economic risks of such investment, including the
risk of losing all of such investment, and I have no need for liquidity with
respect to such investment.
4. I am over twenty-one years of age (or the age of majority in my
jurisdiction of residence).
5. I understand that no prospectus, offering circular or other offering
statement containing information with respect to the Corporation and the Shares
or with respect to the Corporation's business is being issued and I have made my
own inquiry and analysis with
<PAGE> 69
Board of Directors of
Grace Development, Inc.
March ___, 2000
Page 2
respect to the Corporation, the Shares, the Corporation's business and other
material factors affecting the investment in the Shares.
6. The Shares were not offered to me by means of publicly disseminated
advertisements or sales literature, or as a part of a general solicitation, nor
am I aware of any offers made to other persons by such means.
7. I acknowledge that I have either been supplied with or have had access
to information to which a reasonable investor would attach significance in
making investment decisions, and I have had the opportunity to ask questions and
receive answers from knowledgeable individuals concerning the Corporation, its
business and the Shares so that as a reasonable investor, I have been able to
make an informed decision to purchase the Shares. In determining to proceed with
this investment, I have relied solely on the results of my own independent
investigation with respect to the Shares, the Corporation and upon the
representations and statements of the Corporation set forth herein. Such
representations and statements by the Corporation constitute the sole and
exclusive representations, warranties, covenants and statements of the
Corporation and its officers, directors, shareholders and other affiliates to me
in connection with this investment, and I understand, acknowledge and agree that
all other representations, warranties, covenants and statements of any kind or
nature, whether oral or contained in any writing other than this Agreement or
the Merger Agreement are specifically disclaimed by the Corporation.
8. I understand that the Shares (a) are not being registered (or, with
respect to state securities or Blue Sky laws, otherwise qualified for sale)
under the Securities Act of 1933, as amended (the "Act"), or under the
securities or Blue Sky laws and regulations of any state including, without
limitation, Section 10-5-5 of the Georgia Securities Act of 1973, in reliance
upon exemptions from registration, (b) will not be traded in any securities
market, (c) will not be readily marketable, and (d) cannot be sold, transferred
or otherwise disposed of unless subsequently registered under the Act and
applicable state securities or Blue Sky laws or pursuant to an exemption from
such registration which is available at the time of desired sale, and will bear
a legend to that effect.
9. I am an "accredited investor" as defined in Rule 501(a) of Regulation D,
promulgated under the Act.
10. I am purchasing the Shares for my own account and not with a view to
resale or other distribution thereof inconsistent with or in violation of the
federal securities laws or the securities or Blue Sky laws of any state. I am
purchasing the Shares for my own account with my own funds and not for the
account of any other person or entity or with the funds of any other person or
entity. Upon the acceptance of the subscription by the Corporation, no other
person or entity will have any interest, beneficial or otherwise, in the Shares
for which I am subscribing except for me. I am not obligated to transfer the
Shares or any portion thereof to any other person or entity nor do I have any
agreement or understanding to do so.
<PAGE> 70
Board of Directors of
Grace Development, Inc.
March ___, 2000
Page 3
11. I am aware that the Corporation will be under no obligation to register
the Shares, or any portion thereof, or to comply with any exemption available
for the offer or sale of the Shares, or any portion thereof, without
registration, and that the information and conditions necessary to permit
routine sales of the Shares, or any portion thereof, under Rule 144 of the Act
may not become available at a time that I wish to transfer part or all of the
Shares.
12. I acknowledge and agree that I may not, directly or indirectly, sell,
assign, pledge, give, subject to lien or security interest or otherwise dispose
of or encumber (collectively, "Transfer") any of the Shares except as expressly
permitted by the Corporation. I will, prior to making any Transfer of any Shares
(other than a Transfer to the Corporation) (i) give written notice to the
Corporation describing the manner of such proposed disposition in reasonable
detail and (ii) deliver to the Corporation an opinion of counsel acceptable to
the Corporation to the effect that neither the sale nor the proposed transfer
will result in any violation of applicable state securities laws, the Act or the
securities law of any other jurisdiction.
13. I have considered the following risks, among others, in making this
investment:
i) There are a number of companies that currently compete with the
Corporation. Many of these companies have far greater capital, marketing
and other resources than the Corporation. Furthermore, there can be no
assurance that these or other companies or firms will not develop new or
enhanced products that are more effective than any that have been or may be
developed by the Corporation.
ii) The markets for telecommunications equipment and services are
subject to rapid technological change. As more technologically advanced
platforms for such products emerge, the Corporation may be required to
alter the design, production and delivery of is products and services in a
way in which it is incapable of doing.
iii) The Corporation's targeted customers may not accept the
Corporation as an alternative provider of local telecommunications products
and related services. On the other hand, general acceptance of such a
system may encourage competition by companies or firms with greater
resources to develop, sell and service their products and service
offerings.
iv) The Corporation has previously provided me with the following
documents:
(a) The Corporation's Current Report on Form 8-K dated September
28, 1999, as amended on October 13, 1999, November 5, 1999,
November 16, 1999, December 8, 1999, December 21, 1999 and
December 28, 1999, January 21, 2000, February __, 2000 and
March 17, 2000;
<PAGE> 71
Board of Directors of
Grace Development, Inc.
March ___, 2000
Page 4
(b) The Corporation's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999, as amended on December 28,
1999; and
(c) The Corporation's Information Statement filed pursuant to
Rule 14f-1 of the Securities Exchange Act of 1934, as
amended, September 7, 1999, and October 7, 1999.
14. I confirm that I have been advised that I should rely on my own
professional accounting, tax, legal and financial advisors with respect to an
investment in the Corporation and a purchase of the Shares, and obtain, to the
extent I deem necessary, such professional advice with respect to the risks
inherent in an investment in the Shares and the suitability of an investment in
the Shares in light of my financial condition and investment needs.
15. I shall indemnify and hold harmless the Corporation, its officers,
directors and employees and any of its professional advisors, from and against
any and all loss, damage, liability or expense, including costs and reasonable
attorneys' fees, to which they may become subject or which they may incur by
reason of or in connection with any misrepresentation I have made herein, any
breach of any of my representations or warranties made herein, or my failure to
fulfill any of my covenants or agreements herein.
16. The information about the Corporation which has been disclosed to me in
connection with my purchase of the Shares is deemed to be "Confidential
Information" of the Corporation and I represent and warrant to, and hereby agree
with, the Corporation, that unless the Corporation has consented in writing to
the contrary, I will not disclose such Confidential Information to others or use
any part of such Confidential Information that has been disclosed to me, except
any part thereof (i) which may be in the public domain other than through
improper disclosure by me or (ii) which may be independently disclosed to me by
any third party not itself in a confidential relationship with the Corporation
or (iii) which may already be in my possession (otherwise than through
disclosure by the Corporation or by any third party that is in a confidential
relationship with the Corporation) or (iv) which I may be required to disclose
by order of a court or administrative agency having competent jurisdiction;
provided, however, that this paragraph shall be terminated and be of no force or
effect with respect to any such Confidential Information upon such Confidential
Information becoming a part of the public domain through action by anyone other
than me.
17. I agree that this agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any
and all prior or contemporaneous representations, warranties, agreements and
understandings in connection therewith. This agreement may only be amended by a
writing executed by all the parties hereto.
18. I agree that this agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, without regard to its
principles of conflicts-of-laws.
<PAGE> 72
Board of Directors of
Grace Development, Inc.
March ___, 2000
Page 5
19. The agreements, representations and warranties made herein extend to
and apply to all of the Shares. The acceptance by me of the certificate
representing the Shares shall constitute my confirmation that all agreements and
representations made herein shall be true and correct at such time.
Dated as of the ___ day of March, 2000.
SUBSCRIBER
- ------------------------ ------------------------------
Witness [Name]
------------------------------
[Address]
AGREED TO AND ACCEPTED:
GRACE DEVELOPMENT, INC.
By:
--------------------
Date: March __, 2000
<PAGE> 73
EXHIBIT F
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of the __th day of March, 2000, by and among GRACE DEVELOPMENT, INC., a
Colorado corporation (the "Company"), and each of the shareholders of Alpha
Computer, Inc., a Florida corporation ("Alpha"), listed on Schedule 1 hereto
(each such person a "Shareholder" and, collectively, the "Shareholders").
IN CONSIDERATION of the mutual promises and covenants set forth herein, and
intending to be legally bound, the parties hereto hereby agree as follows:
1. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS
1.1 CERTAIN DEFINITIONS. Any capitalized terms used herein without
definition shall have the meaning ascribed to such terms in the Agreement and
Plan of Merger dated as of March 28, 2000 to which the Company and certain other
persons are parties relating to the merger of a wholly-owned subsidiary of the
Company with and into Alpha (the "Merger Agreement"). In addition, the following
terms shall have the meanings set forth below:
(a) "Additional Shares" shall have the meaning set forth in Section 3.1
hereof.
(b) "Base Price" shall have the meaning set forth in Section 3.1
hereof.
(c) "Closing Price" means the last quoted price of the Common Stock as
reported by the National Association of Securities Dealers, Inc. ("NASD")
Automated Quotations System or such other NASD system upon which the Common
Stock is quoted.
(d) "Effective Date" shall have the meaning set forth in Section 3.1
hereof.
(e) "Excluded Shares" shall have the meaning set forth in Section
1.3(b) hereof.
(f) "Holder" shall mean any Shareholder who holds Registrable
Securities and any holder of Registrable Securities to whom the rights conferred
by this Agreement have been transferred in compliance with Section 1.2 hereof.
(g) "Other Stockholders" shall mean persons who, by virtue of
agreements with the Company other than this Agreement, are entitled to include
their securities in certain registrations hereunder.
1
<PAGE> 74
(h) "Registrable Securities" shall mean up to an aggregate of Five
Hundred Thousand (500,000) shares of the Merger Consideration issued to the
Shareholders pursuant to Section 3(a) of the Merger Agreement, provided that
Registrable Securities shall not include (i) any of the Escrow Shares, (ii) any
shares of Common Stock which have previously been registered or which have been
sold to the public or which have been sold in a private transaction in which the
transferor's rights under this Agreement are not assigned, (iii) any of the
Merger Consideration that is effectively registered under the Securities Act (as
hereinafter defined) and disposed of in accordance with a registration statement
covering them, (iv) any of the Merger Consideration that is salable by the
holder thereof pursuant to Rule 144(k) or (v) any of the Merger Consideration
that is sold to the public pursuant to Rule 144, and, as a result of an event or
circumstance described in any of the foregoing clauses (iii) through (iv), the
legends with respect to transfer restrictions required under the Securities Act
(other than any such legends required solely as the consequences of the fact
that the Registrable Securities are owned by, or were previously owned by, the
Company) are removed or removable.
(i) The terms "register," "registered" and "registration" shall refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder and the declaration or ordering of the effectiveness of such
registration statement.
(j) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company and one counsel
selected to represent the Holders, which counsel shall be reasonably
satisfactory to the Company, blue sky fees and expenses, and expenses of any
regular or special audits incident to or required by any such registration, but
shall not include (i) Selling Expenses, (ii) the compensation of regular
employees of the Company, which shall be paid in any event by the Company, and
(iii) blue sky fees and expenses incurred in connection with the registration or
qualification of any Registrable Securities in any state, province or other
jurisdiction in a registration pursuant to Section 1.3 hereof to the extent that
the Company shall otherwise be making no offers or sales in such state, province
or other jurisdiction in connection with such registration.
(k) "Restricted Securities" shall mean any Registrable Securities
required to bear the legend set forth in Section 1.2(c) hereof.
(l) "Rule 144" shall mean Rule 144 as promulgated by the SEC under the
Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the SEC.
(m) "SEC" shall mean the Securities and Exchange Commission.
(n) "Securities Act" means the Securities Act of 1933, as amended.
(o) "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities.
2
<PAGE> 75
(r) "Prospectus" means the prospectus included in any registration
statement filed by the Company pursuant to the Securities Act (including,
without limitation, a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any amendment or prospectus supplement, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
1.2 RESTRICTIONS ON TRANSFER.
(a) Each Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until (i) there is then in
effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement, or (ii) (A) such Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition and (B) such
Holder shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of such shares under the Securities Act.
(b) Notwithstanding the provisions of subparagraphs (i) and (ii) of
paragraph (a) above, no such registration statement or opinion of counsel shall
be necessary for a transfer by a Holder which is (A) a partnership to its
partners in accordance with their partnership interests, (B) a limited liability
company to its members in accordance with their member interests or (C) to the
Holder's family member or a trust for the benefit of an individual Holder or one
or more of his family members, provided the transferee will be subject to the
terms of this Section 1.2 to the same extent as if he were an original Holder
hereunder.
(c) Each certificate representing Registrable Securities shall (unless
otherwise permitted by the provisions of this Agreement) be stamped or otherwise
imprinted with a legend substantially similar to the following (in addition to
any legend required under applicable state securities laws):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
(d) The Company shall be obligated to promptly reissue unlegended
certificates at the request of any Holder thereof if the Holder shall have
obtained an opinion of counsel (which counsel may be counsel to the Company)
reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be so disposed of in compliance with the
Securities Act without registration, qualification or legend.
3
<PAGE> 76
(e) Any legend endorsed on an instrument pursuant to applicable state
securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal or if the Holder shall
request such removal and shall have obtained and delivered to the Company an
opinion of counsel reasonably acceptable to the Company to the effect that such
legend and/or stop-transfer instructions are no longer required pursuant to
applicable state securities laws.
1.3 COMPANY REGISTRATION.
(a) Right to Participate. If at any time prior to the one year
anniversary of the date hereof the Company shall determine to register any of
its Common Stock, either for its own account or the account of a security holder
or holders exercising their respective registration rights, other than a
registration relating solely to employee benefit plans, or a registration
relating solely to a transaction subject to Rule 145 under the Securities Act,
or a registration on any registration form that does not permit secondary sales,
the Company will:
(i) promptly give to each Holder written notice thereof, which
notice briefly describes the Holder's rights under this Section 1.3 (including
notice deadlines); and
(ii) use its best efforts to include in such registration (and any
related filing or qualification under applicable blue sky laws), except as set
forth in Section 1.3(b) below, and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests, made by any
Holder and received by the Company within ten (10) days after the written notice
from the Company described in clause (i) above received by the Holder, provided
that such Holders shall have requested for inclusion in such registration at
least fifty-one (51%) of the aggregate number of the Registrable Securities
which have been issued to the Holders prior to the date of such written request.
Such written request may specify all or a part of a Holder's Registrable
Securities.
(b) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.3(a)(i). In such event, the right of any Holder to
registration pursuant to this Section 1.3 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders of securities of the Company
with registration rights to participate therein distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected by the
Company.
Notwithstanding any other provision of this Section 1.3, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all or
any portion of the Registrable Securities of the Registrable Securities
4
<PAGE> 77
that such Holders have requested to be included in such registration pursuant to
Section 1.3(a) hereof (the "Excluded Shares"). The Company shall so advise all
Holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated first to the Company for securities being sold for its own
account, second to the Registrable Securities that are not Excluded Shares and
thereafter as set forth in Section 1.10. If any person does not agree to the
terms of any such underwriting, he shall be excluded therefrom by written notice
from the Company or the underwriter. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.
If shares are so withdrawn from the registration and if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion in accordance
with Section 1.10. hereof.
1.4 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 1.3 hereof shall be borne by the Company. All Selling Expenses relating
to securities so registered shall be borne by the holders of such securities pro
rata on the basis of the number of shares of securities so registered on their
behalf.
1.5 REGISTRATION PROCEDURES. In the case of each registration effected by
the Company pursuant to Section 1.3 hereof, the Company will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will use its best efforts to:
(a) keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;
(c) furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as a Holder
from time to time may reasonably request;
(d) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits
5
<PAGE> 78
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or incomplete in the light of the circumstances then
existing; provided, however, the Company shall not be obligated to prepare and
furnish any such prospectus supplements or amendments relating to any material
nonpublic information at any such time as the Board of Directors of the Company
has determined that, for good business reasons, the disclosure of such material
nonpublic information at that time is contrary to the best interests of the
Company in the circumstances and is not otherwise required under applicable law
(including applicable securities laws);
(e) cause all such Registrable Securities registered hereunder to be
listed on each securities exchange and/or included in any national quotation
system on which similar securities issued by the Company are then listed or
included;
(f) provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration; and
(g) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months, beginning with the first month after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
6
<PAGE> 79
1.6 INDEMNIFICATION. (a) The Company will indemnify each Holder, each of
its officers, directors and partners, legal counsel, and accountants and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification, or compliance
has been effected pursuant to this Section 1, and each underwriter, if any, and
each person who controls within the meaning of Section 15 of the Securities Act
any underwriter, against all expenses, claims, losses, damages, and liabilities
(or actions, proceedings, or settlements in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including any
related registration statement, notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company or relating to action or inaction required of the Company in
connection with any such registration, qualification, or compliance, and will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel, and accountants and each person controlling such Holder, each such
underwriter, and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with investigating and
defending or settling any such claim, loss, damage, liability, or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such Holder or underwriter and stated to be specifically for use
therein; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, damage, liability or expense arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in any preliminary prospectus if (i) such Holder failed
to send or deliver a copy of the Prospectus with or prior to the delivery of
written confirmation of the sale of Registrable Securities and (ii) the
Prospectus would have corrected such untrue statement or omission; and provided
further, that the Company shall not be liable in any such case to the extent
that any such loss, damage, liability or expense arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
in the Prospectus, if such untrue statement or alleged untrue statement,
omission or alleged omission is corrected in an amendment or supplement to the
Prospectus and if, having previously been furnished by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented, such Holder
thereafter fails to deliver such Prospectus, as so amended or supplemented,
prior to or concurrently with the sale of a Registrable Security to the person
asserting such loss, damage, liability or expense who purchased such Registrable
Security which is the subject thereof from such Holder. It is agreed that the
indemnity agreement contained in this Section 1.6(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld).
7
<PAGE> 80
(b) Each Holder will, if Registrable Securities held by him are
included in the securities as to which such registration, qualification, or
compliance is being effected, indemnify the Company, each of its directors,
officers, partners, legal counsel, and accountants and each underwriter, if any,
of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, each other such Holder and Other Stockholder,
and each of their officers, directors, and partners, and each person controlling
such Holder or Other Stockholder, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular, or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Holders, Other Stockholders,
directors, officers, partners, legal counsel, and accountants, persons,
underwriters, or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability, or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein; provided, however, that the obligations of such
Holder hereunder shall not apply to amounts paid in settlement of any such
claims, losses, damages, or liabilities (or actions in respect thereof) if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld) and (ii) that in no event shall any indemnity
under this Section 1.6 exceed the gross proceeds from the offering received by
such Holder.
(c) Each party entitled to indemnification under this Section 1.6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1.6, to the extent such
failure is not prejudicial. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
of a release to such Indemnified Party from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.
(d) If the indemnification provided for in this Section 1.6 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss,
8
<PAGE> 81
liability, claim, damage, or expense referred to therein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the conduct,
statements or omissions that resulted in such loss, liability, claim, damage, or
expense as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into by the Indemnifying Party and the Indemnified Party in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.
1.7 INFORMATION BY HOLDER. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.
1.8 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the SEC that may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to
use its best efforts to:
(a) make and keep adequate public information regarding the Company
available as those terms are understood and defined in Rule 144 under the
Securities Act;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(c) so long as a Holder owns any Restricted Securities, furnish to the
Holder forthwith upon written request a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing a Holder to sell any such securities without registration.
1.9 DELAY OF REGISTRATION. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
9
<PAGE> 82
1.10 ALLOCATION OF REGISTRATION OPPORTUNITIES. In any circumstance in which
all of the Excluded Shares and other shares of the Company with registration
rights (the "Other Shares") requested to be included in a registration on behalf
of the Holders or Other Stockholders cannot be so included as a result of
limitations of the aggregate number of shares of Excluded Shares and Other
Shares that may be so included, the number of shares of Excluded Shares and
Other Shares that may be so included shall be allocated among the Holders and
Other Stockholders requesting inclusion of shares pro rata on the basis of the
number of shares of Excluded Shares and Other Shares held by such Holders and
Other Stockholders; provided, however, that such allocation shall not operate to
reduce the aggregate number of Excluded Shares and Other Shares to be included
in such registration, if any Holder or Other Stockholder does not request
inclusion of the maximum number of shares of Excluded Shares and Other Shares
allocated to him pursuant to the above-described procedure, the remaining
portion of his allocation shall be reallocated among those requesting Holders
and Other Stockholders whose allocations did not satisfy their requests pro rata
on the basis of the number of shares of Excluded Shares and Other Shares which
would be held by such Holders and Other Stockholders, assuming conversion, and
this procedure shall be repeated until all of the shares of Excluded Shares and
Other Shares which may be included in the registration on behalf of the Holders
and Other Stockholders have been so allocated.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS
2.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Shareholders as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Articles of Incorporation or Bylaws of the Company, or any
provision of any material indenture, agreement or other instrument to which it
or any of its properties or assets is bound, or result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
material indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors' rights generally, general equitable principles, the
discretion of courts in granting equitable remedies and public policy
considerations.
10
<PAGE> 83
2.2 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. The Shareholders
severally represent and warrant to the Company as follows:
(a) The execution, delivery and performance of this Agreement by the
Shareholders will not violate any provision of law, any order of any court or
any agency or government, or any provision of any material indenture or
agreement or other instrument to which they or any of their respective
properties or assets is bound, or result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such material indenture,
agreement or other instrument, or result in the creation or imposition of any
lien, charge, or encumbrance of any nature whatsoever upon any of the properties
or assets of the Shareholders.
(b) This Agreement has been duly executed and delivered by the
Shareholders and constitutes the legal, valid and binding obligation of the
Shareholders, enforceable against the Shareholders in accordance with its terms,
subject to applicable bankruptcy, insolvency and other similar laws affecting
the enforceability of creditors' rights generally, general equitable principles,
the discretion of courts in granting equitable remedies and public policy
considerations.
ADDITIONAL COVENANTS
3.1 PRICE PROTECTION. If, upon effectiveness of a registration statement or
registrations statements of which the Holders shall have received notice
pursuant to Section 1.3(a)(i) hereof (each an "Effective Date"), the offering
price of the Common Stock so registered (the "Base Price") shall have been less
than the Strike Price, then within ten (10) days following the Effective Date,
the Company shall issue to each of the Holders additional shares of Common Stock
as hereinafter determined (the "Additional Shares"). The Additional Shares shall
be deemed to be Merger Consideration, of which eighty percent (80%) shall be
Registrable Securities and twenty percent (20%) shall be delivered to the Escrow
Agent and be included with the Escrow Shares. The number of Additional Shares so
issuable shall be determined as follows: the Base Price shall be subtracted from
the Strike Price and the difference shall be multiplied by the aggregate number
of shares received as Merger Consideration (increased, in such case by the
number of Penalty Shares (as hereinafter defined) and reduced, in each case, by
the reduction, if any, in the number of Escrow Shares allocable to such Holder
pursuant to the terms of the Escrow Agreement). The product thereof shall be
divided by the Base Price, the dividend of which shall, subject to the next
succeeding sentence, be the number of Additional Shares so issuable. No
fractional shares shall be issued and any fractional amounts shall be rounded
downward. If, on the first anniversary of the Closing Date, the Base Price on
such date shall be less than the Strike Price, Additional Shares shall also be
issuable to any Holder to whom, as of the first anniversary of the Closing Date,
the Company has not afforded the opportunity to register all of such Holder's
Registrable Securities (including, without limitation, any excluded Shares and
any Additional Shares or Penalty Shares issued prior to the first anniversary of
the Closing Date that are Registrable Securities) in a registration statement or
registration statements of which such Holders shall have received notice
pursuant to Section 1.3(a)(i) hereof, but only in respect of the number of
Registrable Securities held by such Holder which have not been included in such
registration statement or statements. Notwithstanding the immediately preceding
sentence, in no event shall the Company be obligated to issue such Additional
Shares to a Holder who has declined to have all or any part of its or his
Registrable Securities included in any such registration statement.
11
<PAGE> 84
3. MISCELLANEOUS
3.1 GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of Georgia, as if entered into by and between Georgia
residents exclusively for performance entirely within Georgia.
3.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
3.3 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject hereof and thereof. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated, except by a written instrument
signed by the Company and the Holders of at least fifty-one percent (51%) of the
Registrable Securities and any such amendment, waiver, discharge or termination
shall be binding on all the Holders, but in no event shall the obligation of any
Holder hereunder be materially increased, or any right or benefit materially
decreased, except upon the written consent of such Holder.
3.4 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized courier addressed (a) if to a Holder, as indicated in the stock
records of the Company or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at 1690 Chantilly
Drive, Atlanta, Georgia 30324, or at such other address as the Company shall
have furnished to each Holder in writing, together with a copy to Rogers &
Hardin LLP, 2700 International Tower, 229 Peachtree Street, Atlanta, Georgia
30303, Attn: Michael Rosenzweig. All such notices and other written
communications shall be effective on the later of delivery or five (50 days
after mailing.
3.5 DELAYS OR OMISSIONS. No delay or omission to exercise any right, power
or remedy accruing to any Holder, upon any breach or default of the Company
under this Agreement shall impair any such right, power or remedy of such Holder
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default therefor or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement or any waiver on the part
of any Holder of any provisions or conditions of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.
3.6 RIGHTS; SEVERABILITY. Unless otherwise expressly provided herein, a
Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality
12
<PAGE> 85
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
3.7 INFORMATION CONFIDENTIAL. Each Holder acknowledges that the information
received by them pursuant hereto may be confidential and for its use only, and
it will not use such confidential information in violation of the Exchange Act
or reproduce, disclose or disseminate such information to any other person
(other than its employees or agents having a need to know the contents of such
information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Company has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.
3.8 TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
3.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
3.10 JURISDICTION. Each of the parties hereto hereby consents to the
personal jurisdiction in any federal or state court in the State of Georgia,
which shall have exclusive jurisdiction with respect to any disputes hereunder.
[Signatures on following page]
13
<PAGE> 86
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Agreement or have caused this Agreement to be duly executed under seal on its
behalf by an officer or representative thereto duly authorized, all as of the
date first above written.
----------------------------------
, Individually and
-----------------
as Attorney in Fact for the
Stockholders Listed on Schedule 1
hereto
GRACE DEVELOPMENT, INC.
By:
-----------------------------
Its:
-------------------------
14
<PAGE> 87
DISCLOSURE SCHEDULES
OF
ALPHA COMPUTER SERVICES, INC.
<PAGE> 88
DISCLOSURE SCHEDULE
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDERS
1
<PAGE> 89
(A) ORGANIZATION OF THE COMPANY
(i) Jurisdictions in which the Company is qualified to do
business: Florida
The Company has branch offices in Alabama and Georgia and may be
required to be qualified to do business in those states. The service and
installation activities of the Company in many states may require the Company to
be qualified to do business in those states.
2
<PAGE> 90
(c) NONCONTRAVENTION
(ii) All reseller agreements require notice of this
transaction and may be terminated by the manufacturer or the
principal. The Company has reseller agreements with the
following:
Compaq Computer
Hewlett Packard
IBM
SCO
CITRIX
CHECKPOINT
ALTIGEN
As of this date the Company has not notified any reseller of this
transaction.
3
<PAGE> 91
(e) TITLE TO ASSETS
See attached items being used by the Company but not owned by
the Company (owned by certain employees).
See attached UCC-1 filings
Zyteck (balance due $332,830.67)
Citifactors - The outstanding amount in the
Company's account with Citifactors Financial Group,
Inc. (that is accounts purchased by Citifactors from
the Company and not yet paid by customers) shall not
exceed $425,000.
The Company is unable to locate the security agreements relating to
the above UCC-1 filings.
The Company has a line of credit with NationsBank (previously Barnett
Bank) with an outstanding balance of $50,390.61 as of December 31, 1999.
NationsBank has not filed a UCC-1, but has a lien on all of the assets of the
Company pursuant to a security agreement, securing the line of credit.
4
<PAGE> 92
EXHIBIT (e)
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDERS
EXHIBIT (E)
Personal Property being used by but not owned by Alpha Computers
<TABLE>
<CAPTION>
ITEM DESCRIPTION LOCATION
-------------------------------------------------------- -------------
<S> <C> <C>
1 Digital VCR-16 SN2A15203590 Chris Lorentz
1 Pentium Class PC s/5Co 5.0.5
1 TTX-5450G 14" VGA Monitor
1 Keytronic Keyboard
1 US Robotics Sportster 33.6 Fax Modem
1 Archive 4356XP Tape Drive
1 Imation Super Disk LS120 External
SKIL 3/8" drill (electric)
1 Maxtech 56K PCMCIA Modem
1 Western Digital 3.1gb IDE Hard Drive (in box in office)
1 External PCMCIA Hard Disk Adapter
1 Dell P14280 14" VGA Monitor
1 Box of misc cables
1 Kingston KNE100TX NIC
1 Shoe box with the following.
1 Fujitsu mpa3026at hard drive
1 Seagate ST 31081 A Hard Drive
2 Adaptec 1542 SCSI controllers
1 Kingston KNE 2000 LC NIC
1 Kingston KNE 2021 LC NIC
1 Kingston KNE 100TX NIC
1 GVC SF-1114HV/C1 Modem (Internal)
1 Bag of 12-30 Pin 1-4mb Memory Sticks
1 Box of Manuals, Parts, Etc...
</TABLE>
<PAGE> 93
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDERS
Wallace McMommon
1 Black tote tool bag with assorted hand tools
1 Gray tool box with assorted hand tools
1 Breakout Box
1 Hand cart
1 Red plastic tool box
2 Hanging folder crates
1 Cell phone "Nokia"
Several Maps
1 Floppy carrying cases
1 C.D. carrying case
LISA STOYANOV
1 Wicker stand with shelf and doors
1 Orlando skyline picture "on wall"
Dave Dunn
1 Sharp 8900 Laptop
Amy Catlin
All desk top accessories:
1 Tape dispenser
1 Pen/Pencil Holder
1 Stapler
2 Paper clip dispensers
2 File holders
1 Rolodex
1 Lamp
1 White board
1 Desk Blotter
1 Radio
Assorted Picture Frames
Anna Campos
1 17" Monitor NEC MutliSync 4FGE
Jim Orfield
1 Magnavox TV
<PAGE> 94
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDERS
<TABLE>
<S> <C> <C>
Michael Brown
1 HP Laser III Printer
1 Toshiba Tecra 520 COT Laptop
1 Calculator
1 10/100 8PT Linksys Hub
1 Syquest Sparo 1.0 drive
2 Speaker sets (powered)
Daniel Concepcion
1 Desk Top radio am/fm
1 Desk Top organizer-datetimer
1 Desk Top calculator
Chris Threat
1 100' Extension cord
1 30' Tape measure
1 6 outlet power strip
1 Portable radio
1 Popular Mechanics socket set
1 Radio Shack Multi-meter
1 Stapler gun
1 96 piece 1/2" socket set
1 Tan and brown tool box: (all personal tools)
1 25' extension cord
1 1 bucket boss tool bag with tools (personal tools)
</TABLE>
<PAGE> 95
(g) CAPITALIZATION
<TABLE>
List of Shareholders
-------------------------------------------
Shareholder's Name Number of Shares
------------------ ----------------
<S> <C>
Wendy Lewis 1,198,589 shares
Randy Ray 878,077 shares
Richard Warren 1,023,333 shares
</TABLE>
5
<PAGE> 96
(H) FINANCIAL STATEMENTS (SEE ATTACHED)
None of the Financial Statements contains changes in the
Stockholders' equity, cash flow or footnotes and other
presentation terms.
The Financial Statements are prepared for a subchapter S
corporation and do not reflect any federal income taxes.
The Financial Statements prepared by Vestal & Wiler were
compilations only and were not prepared in accordance with
generally accepted accounting principals. Alpha Computer was
aware at all times that the Financial Statements did not
comply with generally accepted accounting principles.
Accountants from Grace and Avana Acquisition II, Inc.
determined that the inventory is overvalued according to GAAP
by the entire value of the inventory shown on the balance
sheet and that the revenue recognition policy used by the
Company has overstated revenues for the past three years and
understated deferred revenues on the most recent balance
sheet. If these adjustments are made, the net income of the
Company would be materially reduced or put into a significant
loss position.
The Financial Statements of the Company are qualified in
their entirety by the adjustments described above as
determined by the accountants for Grace and Avana Acquisition
II, Inc.
A dispute exists between the Company and Aetna Insurance
regarding $3,142.00 in premiums for health insurance. Aetna
Insurance had previously advised the Company that the renewal
rate was lowered from the previous rate. The Company received
a bill for the previous rate and was instructed by the agent
to pay the lower rate. Aetna Insurance may have a claim for a
premium higher than the $3,142.00 paid.
The Financial Statements were prepared in error based on a
stock option outstanding to Richard Warren, which should have
been reflected as a pledge of stock form Mr. Warren to the
Company. The Financial Statements of the Company are
qualified in their entirety by any adjustments which may be
required in the Financial Statements based on this error.
The Financial Statements do not reflect any accounting charge
that may be required by the issuance of 160,256 shares to
Wendy Lewis for additional capital contributions and services.
6
<PAGE> 97
EXHIBIT H
INCOME STATEMENT
ALPHA COMPUTER SERVICE, INC.
Period: 12/01/1999 to 12/31/1999
<TABLE>
<CAPTION>
0099 CURRENT PERIOD 0099 YEAR-TO-DATE
ACTUALS ACTUALS
All Sub Accounts All Sub Accounts
Amount Ratio Amount Ratio
<S> <C> <C> <C> <C>
SALES - PRODUCT $ 99,098.09 31.37 $1,436,327.25 40.02
CREDITS - PRODUCT (2,447.74) .77- (195,761.03) 5.45-
SALES - TIME & MATERIAL 81,069.89 25.66 770,219.99 21.46
CREDITS - TIME & MATERIAL (614.13) .19- (26,642.03) .74-
SALES - SUPPORT AGREEMENTS 141,091.45 44.66 1,698,517.78 47.33
CREDITS - SUPPORT AGREEMENTS (2,308.70) .73- (93,877.16) 2.62-
---------- ------------
NET SALES $315,888.86 100.00 $3,588,784.80 100.00
COST OF GOODS SOLD
COGS - MATERIAL SUPPORT AGREE $ 13,882.07 4.39 $ 130,834.03 3.65
COGS - MATERIAL PRODUCT 66,986.23 21.21 860,121.96 23.97
COGS - LABOR 64,085.79 20.29 761,307.53 21.21
COGS - TRAVEL 8,536.35 2.70 76,066.08 2.12
COGS - OUTSIDE SERVICE 7,732.54 2.45 138,833.15 3.87
COGS - FREIGHT SUPPORT AGREE 4,710.87 1.49 51,442.16 1.43
COGS - FREIGHT PRODUCT 2,171.81 .69 29,343.24 .82
COGS - OTHER 0.00 .00 (92.05) .00-
---------- ------------
TOTAL COST OF GOODS SOLD $168,105.66 53.22 $2,047,856.10 57.06
---------- ------------
TOTAL DEPARTMENT EXPENSES $ 51,664.68 16.36 $ 447,058.37 12.46
---------- ------------
GROSS MARGIN $ 96,118.52 30.43 $1,093,870.33 30.48
---------- ------------
TOTAL SELLING EXPENSES $ 18,860.06 5.97 $ 176,304.20 4.91
TOTAL ADMINISTRATIVE EXPENSES 125,999.72 39.89 949,931.75 26.47
---------- ------------
TOTAL SELL & ADMIN EXPENSE $144,859.78 45.86 $1,126,235.95 31.38
---------- ------------
NET OPERATING INCOME $(48,741.26) 15.43- $ (32,365.62) .90-
---------- ------------
MISCELLANEOUS INCOME
MISCELLANEOUS INCOME $ 2,260.00 .72 $ 5,461.01 .15
---------- ------------
TOTAL MISCELLANEOUS INCOME $ 2,260.00 .72 $ 5,461.01 .15
---------- ------------
MISCELLANEOUS EXPENSES
AMORTIZATION EXPENSE 9,196.37 2.91 110,356.44 3.08
INTEREST EXPENSE 3,347.40 1.06 45,906.61 1.28
PENALTIES 40.03 .01 506.03 .01
---------- ------------
TOTAL MISCELLANEOUS EXPENSES $ 12,583.80 3.98 $ 156,769.08 4.37
---------- ------------
NET INCOME BEFORE TAXES $(59,065.06) 18.70- $ (183,673.69) 5.12-
========== ============
</TABLE>
<PAGE> 98
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEET
As of 12/31/1999
<TABLE>
<CAPTION>
0099
ACTUALS
ALL SUB ACCOUNTS
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH $(86,133.30)
ACCOUNTS RECEIVABLE 368,664.72
ACCOUNTS RECEIVABLE -- EMPLOYEE 17,146.60
ACCOUNTS RECEIVABLE -- OFFICERS 5,102.70
NOTES RECEIVABLE -- ZYTEK 23,333.03
INVENTORY -- FIFO 429,005.95
UNINVOICED DROP SHIPMENTS (1,261.32)
PREPAID EXPENSES 2,102.00
-----------
TOTAL CURRENT ASSETS $ 757,960.38
PROPERTY AND EQUIPMENT
MACHINERY & EQUIPMENT 76,492.06
AUTO & TRUCKS 212,787.84
FURNITURE & FIXTURES 30,943.57
-----------
PROPERTY AND EQUIPMENT $ 320,223.47
ACCUMULATED DEPRECIATION $(188,296.28)
------------
TOTAL PROPERTY AND EQUIPMENT $ 131,927.19
OTHER ASSETS
PURCHASED CONTRACT RIGHTS $(27,910.90)
NON-COMPETE AGREEMENTS 201,500.00
OTHER MISCELLANEOUS ASSETS 12,813.46
-----------
TOTAL OTHER ASSETS $ 186,402.56
------------
TOTAL ASSETS $1,076,290.13
=============
</TABLE>
<PAGE> 99
Report #7128 Page 0002
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEET
As of 12/31/1999
0099
ACTUALS
All Sub Accounts
<TABLE>
<CAPTION>
LIABILITIES
CURRENT LIABILITIES
<S> <C> <C> <C>
ACCOUNTS PAYABLE - TRADE $ 598,010.63
UNINVOICED RECEIVINGS (3,928.16)
NOTE PAYABLE-BARNETT BANK LOAN 14,375.53
ACCRUED SALES 140,200.62
NOTES PAYABLE - DHS 26,346.82
NOTE PAYABLE - W&R INVESTMENT 23,957.05
NOTES PAYABLE - W. LEWIS 29,500.00
LINE OF CREDIT 50,390.61
NOTES PAYABLE-CURRENT PORTION 202,520.68
DEPOSIT - CUSTOMER SALES ORDER 3,843.64
ACCRUED PAYROLL 26,094.25
ACCRUED PAYROLL TAXES & OTHER 57,917.48
ACCRUED STATE SALES TAX 726.08
ACCRUED EXPENSES (4,433.76)
------------
TOTAL CURRENT LIABILITIES $1,165,521.47
LONG TERM LIABILITIES
NOTES PAYABLE $ 433,537.21
CURRENT PORTION - LONG TERM (202,346.95)
------------
TOTAL LONG TERM LIABILITIES $ 231,190.26
-------------
STOCKHOLDERS EQUITY
S-CORP DISTRIBUTION ACCOUNT (86,577.74)
CAPITAL STOCK - COMMON VOTING
$0.01 PAR VALUE, 500 SHARE AUTHORIZED,
ISSUED AND OUTSTANDING.
COMMON STOCK 5.00
ADDITIONAL PAID IN CAPITAL 34,320.98
RETAINED EARNINGS (84,496.15)
CURRENT YEAR RETAINED EARNINGS $(183,673.69)
------------
TOTAL STOCKHOLDERS EQUITY $ (320,421.60)
TOTAL LIABILITIES & EQUITY $1,076,290.13
=============
</TABLE>
<PAGE> 100
EXHIBIT (h)
ALPHA COMPUTER SERVICES, INC.
FINANCIAL STATEMENTS
WITH INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
December 31, 1997
<PAGE> 101
CONTENTS
Page
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT 3
<PAGE> 102
[VESTAL & WILER LETTERHEAD]
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
Alpha Computer Services, Inc.
Altamonte Springs, Florida
We have compiled the accompanying balance sheet of Alpha Computer Services,
Inc. (a Florida S Corporation) as of December 31, 1997 and the related
statement of operations and accumulated deficit for the year then ended in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statement of cash flows required by generally accepted accounting principles.
If the omitted disclosures and statement of cash flows were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position, results of operations and cash flows.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
/s/ Vestal & Wiler
Certified Public Accountants
July 31, 1998
<PAGE> 103
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEET
December 31, 1997
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 44,367
Accounts and notes receivable 364,908
Inventories 201,715
Employee advances 4,173
Prepaid expenses 8,825
Loans to shareholders 14,102
----------
TOTAL CURRENT ASSETS 638,090
----------
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation of $89,023 60,732
----------
OTHER ASSETS:
Intangible assets, net of accumulated
amortization of $471,885 394,302
Other 4,778
----------
TOTAL OTHER ASSETS 399,080
----------
$1,097,902
==========
</TABLE>
<PAGE> 104
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 202,520
Notes payable - shareholders 41,457
Accounts payable 146,631
Accrued liabilities 39,478
Customer deposits 137,551
----------
TOTAL CURRENT LIABILITIES 567,637
----------
LONG-TERM DEBT 500,855
----------
STOCKHOLDERS' EQUITY:
Common stock - $0.01 par value; 2,000 shares
authorized, 500 shares issued and outstanding 5
Additional paid-in capital 34,321
Accumulated deficit (4,916)
----------
TOTAL STOCKHOLDERS' EQUITY 29,410
----------
$1,097,902
==========
</TABLE>
See independent accountant's compilation report.
2
<PAGE> 105
ALPHA COMPUTER SERVICES, INC.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Year Ended December 31, 1997
<TABLE>
<S> <C>
NET SALES $2,983,245
COST OF SALES 1,877,769
----------
GROSS PROFIT 1,105,476
OPERATING EXPENSES 903,287
----------
INCOME FROM OPERATIONS 202,189
----------
OTHER INCOME (EXPENSE):
Interest expense (96,916)
Other 6,824
----------
OTHER EXPENSE - NET (90,092)
----------
NET INCOME 112,097
ACCUMULATED DEFICIT - Beginning of year (117,013)
----------
ACCUMULATED DEFICIT - End of year $ (4,916)
==========
</TABLE>
See independent accountant's compilation report.
3
<PAGE> 106
EXHIBIT (h)
ALPHA COMPUTER SERVICES, INC.
FINANCIAL STATEMENTS
WITH INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
December 31, 1998 and 1997
<PAGE> 107
CONTENTS
Page
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT 3
<PAGE> 108
[Vestal & Wiler Letterhead]
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
Alpha Computer Services, Inc.
Altamonte Springs, Florida
We have compiled the accompanying balance sheets of Alpha Computer Services,
Inc. (a Florida S Corporation) as of December 31, 1998 and 1997 and the related
statements of operations and accumulated deficit for the years then ended in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statements of cash flows required by generally accepted accounting principles.
If the omitted disclosures and statements of cash flows were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position, results of operations and cash flows.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
[Vestal & Wiler Signature]
Certified Public Accountants
August 12, 1999
<PAGE> 109
ALPHA COMPUTER SERVICES, INC.
BALANCE SHEETS
December 31, 1998 and 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 44,401 $ 44,367
Accounts and notes receivable 403,031 364,908
Inventories 365,477 201,715
Employee advances 7,388 4,173
Prepaid expenses 2,351 8,825
---------- ----------
Loans to shareholders 20,937 14,102
TOTAL CURRENT ASSETS 843,585 638,090
---------- ----------
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation of $139,941 and $89,023 181,191 60,732
---------- ----------
OTHER ASSETS:
Intangible assets, net of accumulated
amortization of $582,242 and $471,885 283,945 394,302
Other 12,578 4,778
---------- ----------
TOTAL OTHER ASSETS 296,523 399,080
---------- ----------
$1,321,299 $1,097,902
========== ==========
</TABLE>
<PAGE> 110
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 202,520 $ 202,520
Notes payable 68,518 --
Notes payable - shareholders 41,457 41,457
Accounts payable 443,629 146,631
Accrued liabilities 87,165 39,478
Customer deposits 154,451 137,551
---------- ----------
TOTAL CURRENT LIABILITIES 997,740 567,637
---------- ----------
LONG-TERM DEBT 424,338 500,855
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - $0.01 par value; 2,000 shares
authorized, 500 shares issued and outstanding 5 5
Additional paid-in capital 34,321 34,321
Accumulated deficit (135,105) (4,916)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (100,779) 29,410
---------- ----------
$1,321,299 $1,097,902
========== ==========
</TABLE>
See independent accountant's compilation report.
2
<PAGE> 111
ALPHA COMPUTER SERVICES, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
NET SALES $3,520,992 $2,983,245
COST OF SALES 2,502,571 1,877,769
---------- ----------
GROSS PROFIT 1,018,421 1,105,476
OPERATING EXPENSES 1,058,300 903,287
---------- ----------
INCOME (LOSS) FROM OPERATIONS (39,879) 202,189
OTHER INCOME (EXPENSE):
Interest expense (50,425) (96,916)
Other 7,223 6,824
---------- ----------
OTHER EXPENSE - NET (43,202) (90,092)
NET INCOME (LOSS) (83,081) 112,097
ACCUMULATED DEFICIT - Beginning of year (4,916) (117,013)
S Corporation distributions (47,108) --
---------- ----------
ACCUMULATED DEFICIT - End of year $ (135,105) $ (4,916)
========== ==========
</TABLE>
See independent accountant's compilation report.
3
<PAGE> 112
(i) EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END
IBM sales quota was not met. The Company is applying for
extension for solution provider.
Working with payments to Ingram Micro to prevent it from going
legal.
Working with payments to Westcon to prevent legal action.
Working with payments to Gates/Arrow to prevent legal action.
Working with payments to Hallmark Global Solutions to prevent
legal action.
(ii) The Company buys blocks of time for support that are
over $5,000.00 from Wareforce.
The Company entered into an office lease dated January 24,
2000, between Douglas International Holding Inc., as Landlord
(affiliate of Ms. Lewis and Mr. Ray), and the Company as
Tenant.
The Company has provided a copy of this lease to Grace.
(iii) Chandler Hospital - dispute over cancellation of
service agreement date - 1 month payment for service
in question.
(vii) Verbal promise to pay actual interest payable to
Absolute System for money owed. Verbal promise to
pay actual interest payable to Basic Preventive Plus
for money owed.
The money owed by the Company is listed in the
payables except for the interest payable.
(viii) Some payments delayed due to cash flow. Detail in A/P
list. The Company has provided a detailed list of
accounts payable to Merger, Sub and Grace dated as of
February 22, 2000, which indicates past due payables
as of that date.
(xi) Amended Articles of Incorporation for increased
authorized shares and stock to authorize stock split.
(xii) The Company was recapitalized as of February 24,
2000, to result in the stock ownership shown on the
Disclosure Schedule and 4(g) and granted stock
options as shown under 4(g).
(xiii) Distributions were made to shareholders during this
period.
7
<PAGE> 113
(xv) Agreed to pay past compensation to Ms. Wendy Lewis in
the form of stock for services as chief financial
officer in 1999.
(xvii) The Company intends to conduct annual reviews of
employee compensation in May, 2000, which should have
been conducted in January, 2000.
(xviii) Amended the Company's health benefit plan to increase
the required deductible.
(xix) The Company agreed to pay past compensation to Ms.
Wendy Lewis in the form of stock for services
rendered as Chief Financial Officer in 1999.
(xxi) The Company has made payments on current and long
term liabilities.
(xxii) See disclosure item 4(i)(xix).
8
<PAGE> 114
(j) UNDISCLOSED LIABILITIES
Currently undergoing sales tax audit, /workman's comp audit.
See exhibit p(vii) for commissions owed.
Some Company employees have possession of Corporate American
Express cards for business expense use, which they are
responsible for payment, but may become a corporate liability
in the event of default by the individual.
The Company is obligated to make future payments under real
property and equipment lease disclosed in other sections of
this Agreement which do not appear as capitalized leases on
the Most Recent Balance Sheet.
9
<PAGE> 115
(k) LEGAL COMPLIANCE
Tax Audit/No demands at this time - audit will be on going
through April 30, 2000.
10
<PAGE> 116
(l) TAX MATTERS
(i) Currently under sales tax audit. Question has been
raised on whether taxes must be billed on same
invoice as hardware support. Taxes have always been
charged to customers for hardware support but not for
operating system support. At this time this is the
only question that has been raised and has not been
resolved.
(iv) Regarding Texas and accountants filings, we are doing
business in Texas however we have neither offices nor
employees in Texas.
(v) We do not maintain a reserve.
(vii) See attached exhibit(h) for financial statements.
(vii) (B) The Company is a sub chapter S corporation
and therefore none of these losses or
credits are applicable to the Company.
11
<PAGE> 117
(m) REAL PROPERTY
(ii)
1. Office Lease dated December 1, 1996, between
the Company as Tenant and W&R (Investment
Properties, Inc., as Landlord.)
2. Office Lease dated January 24, 2000, between
the Company as Tenant and Douglas
International Holdings, Inc., as Landlord.
3. Storage USA Rental Agreement - Alabama,
dated October 5, 1999, between the Company
as Tenant and SUSA Partnership L.P. as
Lessor.
4. Commercial Lease dated March 6, 1998,
assumed by the Company on April 26, 1999, as
the Lessee.
(ii) (C) The Company is delinquent in rental and
other payments due to W&R Investment
Properties, Inc., pursuant to the Lease
dated December 1, 1996, totaling
approximately $47,000.
12
<PAGE> 118
(n) INTELLECTUAL PROPERTY
(iv) See attached list.
The Company has provided copies of all licenses, or the covers of
shrink wrapped licenses to Grace.
(iv) continued
Software on Company Computers, not being used, for which licenses have not been
obtained or software of which the licenses cannot be found.
Server Software
- ---------------
Windows NT Server Vers 4.0 - Quant 3
Workstation Software
- --------------------
Windows 98 - Qty 11
Windows NT Workstation - Qty 2
Windows 95 - Qty 2
Office 97 Professional - Qty 7
Office 95 - Qty 1
Office 2000 - Qty 3
Norton AntiVirus - Qty 4
Act 4.0 - Qty 2
Ice.Off.Site - Qty 5
Ice.Ten Plus - Qty 1
Norton Utilities NT - Qty 1
ProComm 3 - Qty 1
CrossTalk for Windows - Qty 1
MS-DOS Ver 6.22 - Qty 1
PC Anywhere 32 - Qty 5
The above software may be on certain computers used by the Company. The Company
cannot find licenses for the above software. The Company does not use certain of
the above software in its operations. The Company may be required to obtain the
above licenses since the software resides on certain of the Company's computers.
13
<PAGE> 119
EXHIBIT (n(iv)
LICENSES ON HAND
Primary NT Server Operating System Vers 4.0 for domain "alpha" in Server Room.
NT Server Client Access License -- 20 users
License on File in ISS Department
SCO Unix Operating System Ver 5.0.5 hosting Accounting Software
SCO V5.0.5 Enterprise 5 user License #DEM005079 Registered
with SCO. License on File in ISS Department.
SCO OpenServer 10 user License #2FL049993 upgrade Registered
with SCO on file in ISS Department.
SCO SMP License for 1 additional CPU. License #DEM004695 not
Registered. License on file in ISS Department.
SCO Wabi Server System License #DEM004009 not registered.
License on file in ISS Department.
SCO Merge Server System License #DEM004201 not registered.
License on file in ISS Department.
SCO OpenServer Development System License #DEM004855 not
registered. License on file in ISS Department.
SCO Virtual Disk Manager License #DEM004483 not registered.
License on file in ISS Department.
SCO VisionFS for OS 5.0.5 Serial #2FK034918 not registered.
License on file in ISS Department.
SCO Advanced File and Print Server 1 user License #2EC027444
not registered. License on file in ISS Department.
Above non-registered Licenses were part of original in-house purchase
as a package. These options are not needed, but could be used in a development
system should one become available.
SCO OpenServer User License for 10 users License #2EF034457
not registered. License is on file in ISS Department.
SCO Vision FS Serial #2EK030068 not registered. License is on
file in ISS Department.
These licenses are extras that have been used on a secondary
development server as needed.
Real World Classic Accounting Vers 8.0 10 user version
registered with Real World Corp. License certificate not on
file, but have copy of Activation screen.
<PAGE> 120
BackupEdge backup software Serial #UV9609130005 Registered
with Microlite Corporation. License on file in ISS Department.
Synchronics Checkpoint Software Vers 7.0.160 Serial #CP037904
Registered with Synchronics Corp. License certificate not on
file.
Focus Service Software for Checkpoint Ver 6.7.3 Serial
#0098006233 Purchased with Counterpoint. License certificate
not on file.
Pentium Server for Voice mail system
O/S 2.0 Operating system running SDI version 3.00 voice-mail software. This
system was purchased from SouthCom. No licenses or agreements were delivered
with the system.
RISC 6000 Server
AIX Ver 4.3.2 - Qty 3
In-House License not needed due to IBM Partnering Agreement.
Workstation Licenses
The following licenses are on file in ISS Department:
Windows 98 - Qty 4
Office 97 - Qty 1
Windows 95 - Qty 4
Ice.Off.Site - Qty 1
Ice.Tcp - Qty 25 user license
Norton Utilities for Win 95 Ver 3.0 - Qty 1
PageNet - Qty 1
SLMailNT Ver 3.2 Unlimited user - Qty 1
State Sales Tax - Qty 1
BeachFront Quizzer - Qty 1
UTutor for Unix - 1
<PAGE> 121
Exceed 5 - Qty 1
Proposal Manager - Qty 1
Snap Back Live for NT Not for Resale Copy - Qty 1
WinFax Pro Network Version 9.0 - Qty 11
Ghost Ver 5.9 - 999 Users
<PAGE> 122
(O) TANGIBLE ASSETS
Items in disrepair - not usable.
<TABLE>
<S> <C> <C> <C> <C>
Dodge Van 9001 FL LN W WH OGF 1B7GK14ROLX153335
Dodge Van 9101 FL LN W WH 05F 1B7GH1436NX164403
Honda Civic 9304 ALB LN 1EM9543 2HGEH2357PH507664
Honda Civic 9302 ALB LN 1EM9544 2HGEH2351PH516408
</TABLE>
14
<PAGE> 123
(P) CONTRACTS
(i) SEE ATTACHED
Agreement to provide services to Orange County, Florida, which is an
annually renewable contract, is in the name of Zytek (assets purchased
by the Company) and has not been assigned to the Company. Orange County
may be able to terminate this Agreement as a result of the purchase of
the assets of Zytek.
Copies of each of the above listed agreement have been provided to
Grace.
(iv) Promissory Note issued by the Company to Mr. Ray, dated
March 15, 2000, for $2,500 loaned to the Company for working capital.
15
<PAGE> 124
(p)
Maintenance Agreements:
IBM/NABI
IBM/Discount Auto Parts
Community Health Center Inc.
IBM/Watkins Motor Lines for On-Site support on PC's/Laptops, and Printers
IBM/Royal Caribbean Cruise LTD.
Space Coast Orthopedic Center
Orlando Orthopedics
Peninsular Warehouse
UPA Integrity Group
Women's Center for Radiology
Orange County Tax Collector
IBM/Lanier Clothes
State of Alabama/Alabama Medicaid Agency
Automated Medical Consultants
Inter-Medic Health Center
St. Johns Water Management District
CPSS/Bindley Western
CPSS/Circuit City
Comservco/Rabo Bank Dallas and Atlanta
Brach's Confections
IBM/Publix
Georgia Specialty Associates known now as Healthcare Specialties
IBM/Watkins Motor Lines for Memorex-Telex 287D Printers.
Block of Time Agreements:
Inter-Medic Health Center
In-Health Computer Services
Savannah Plastic Surgery Associates
Pacific Basin Foods
Mid Florida Eye
Go Electronics
Reseller Agreements:
Altigen (telephony phone system)
Hallmark Global Solutions (IBM RS/6000 reseller)
SCO reseller program (operating system s/w)
Compaq Partner (hardware reseller)
Acquisitions:
Zytek, Inc. (service co. acquisition)
Data Hardware Svc, Inc. (service co. acquisition)
Computer Service and Support (service co. acquisition)
CCI Technologies, Inc. (sale of Alpha Kansas branch)
<PAGE> 125
Non-Disclosure Agreements:
Data General Corp.
Cherry Systems, Inc.
Advance Computer Consultants
C&E Computers, Inc.
Scantron Services Group, Inc.
Polaris Service, Inc.
Allen Woolway d.b.a. MBS Solutions d.b.a. Lanflex
Anthony Knaus d.b.a. KNAUS Systems, Inc.
In-Health Computer Services
Absolute Systems, Inc.
Tim Shiver
CCI Technologies, Inc.
<PAGE> 126
(P)(IX) EMPLOYMENT AGREEMENTS IN EXCESS OF $30,000.00
<TABLE>
<CAPTION>
NAME START DATE SUBJECT
<S> <C> <C>
Michael A. Brown 6/30/99 (p)(v),(p)(ix)
Anna M. Campos 9/28/99 (p)(v),(p)(ix)
Amy Catlin 1/01/98 (p)(v),(p)(ix)
Daniel Concepcion 10/06/99 (p)(v),(p)(ix)
Brian Duck 12/05/97 (p)(v),(p)(ix)
David Dunn 01/12/95 (p)(v),(p)(ix)
Sue Edwards Young 03/06/95 (p)(v),(p)(ix)
Wilbert Funeus 10/18/99 (p)(v),(p)(ix)
Gene Gunther 10/16/95 (p)(v),(p)(ix)
Jeff Harris 09/16/98 (p)(v),(p)(ix)
Kerri Hertzing 09/03/99 (p)(v),(p)(ix)
Joseph Hunter 05/19/97 (p)(v),(p)(ix)
Randy Lancaster 03/04/96 (p)(v),(p)(ix)
Christopher M. Lorentz 08/29/97 (p)(v),(p)(ix)
Wallace McCommon 12/26/95 (p)(v),(p)(ix)
Jeff Miele 09/01/99 (p)(v),(p)(ix)
James W. Moore 09/08/98 (p)(v),(p)(ix)
Martin Ray 06/16/97 (p)(v),(p)(ix)
Daniel Sawicki 04/26/99 (p)(v),(p)(ix)
Timithy D. Shiver 11/03/94 (p)(v),(p)(ix)
Jeff Steiner 09/19/94 (p)(v),(p)(ix)
Lisa Stoyanov Ledvinka 04/21/95 (p)(v),(p)(ix)
John A. Thomas 05/24/99 (p)(v),(p)(ix)
Christopher Threatt 03/26/96 (p)(v),(p)(ix)
William Vandiver 05/18/98 (p)(v),(p)(ix)
Rhonda Berry Wallace 03/06/95 (p)(v),(p)(ix)
James Warren 05/04/95 (p)(v),(p)(ix)
Josuhua Williams 09/15/99 (p)(v),(p)(ix)
William Wilson 06/11/98 (p)(v),(p)(ix)
Daniel C. Wolf 12/19/97 (p)(v),(p)(ix)
Van R. Hunter 09/01/95 (p)(v),(p)(ix)
</TABLE>
<PAGE> 127
(Q) NOTES AND ACCOUNTS RECEIVABLE
A copy of the accounts receivable list as of 2/22/00 has been
provided to Grace.
16
<PAGE> 128
(R) POWERS OF ATTORNEY
Granted to Gene R. Gunther in connection with matters before
the Florida Department of Revenue.
17
<PAGE> 129
(S) INSURANCE
See attached
18
<PAGE> 130
(S) INSURANCE
(i) Insurance Office of America Inc
150 North Westmonte Drive
P. O. Box 162207
Altamonte Springs, FL 32716
Agent: Harrison T Bucklew
Phone Number: 407-788-3000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(ii) Coverage Insurer Policyholder Insureds
Business Liability Transcontinental Ins. Co Alpha Computer Svcs Brown, Michael
Campos, Anna
Catlin, Amy
Concepcion, Daniel
Duck, Brian
Dunn, David
Funeus, Wilbert
Gunther, Gene
Harris, Jeffery
Hertzing, Karri
Hunter, Joseph
Hunter, Robert V.
Lancaster, Randy
Lewis, Wendy
Lorentz, Christopher
McCommon, Wallace
Miele, Jeffrey
Moore, James
Ray, Martin
Ray, Ogale "Randy"
Sawicki, Daniel
Shiver, Timothy
Steiner, Bonnie
Steiner, Jeffrey
Stoyanov, Lisa
Thomas, John
Threatt, Christopher
Vandiver, William
Wallace, Rhonda
Warren, Richard
Warren, James
Williams, Joshua
Wilson, William
Wolf, Daniel
Young, Susan
Matthis, Tommy L.
Watkins, Anthony
</TABLE>
<PAGE> 131
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(S) (ii) Orfield, Jimmy
Morrell, Judith
Barajas, Elizabeth
Kurley, Debbie
Andrews, Michele
Mink, Kora
Matichak, David
Ripley, Charles
Giles, Scott
Commercial Auto Commercial Union Ins. Co. Alpha Computer Svcs, Inc. Brown, Michael
Campos, Anna
Catlin, Amy
Concepcion, Daniel
Duck, Brian
Dunn, David
Funeus, Wilbert
Gunther, Gene
Harris, Jeffery
Hertzing, Karri
Hunter, Joseph
Hunter, Robert V.
Lancaster, Randy
Lewis, Wendy
Lorentz, Christopher
McCommon, Wallace
Miele, Jeffrey
Moore, James
Ray, Martin
Ray, Ogale "Randy"
Sawicki, Daniel
Shiver, Timothy
Stoyanov, Lisa
Thomas, John
Threatt, Christopher
Vandiver, William
Wallace, Rhonda
Warren, Richard
Warren, James
Williams, Joshua
Wilson, William
Wolf, Daniel
Young, Susan
Workers' Compensation Transcontinental Ins Co Alpha Computer Svcs Inc
Brown, Michael
Campos, Anna
Catlin, Amy
Concepcion, Daniel
Duck, Brian
Dunn, David
Funeus, Wilbert
Gunther, Gene
Harris, Jeffery
</TABLE>
<PAGE> 132
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(S) (ii) Hertzing, Karri
Hunter, Joseph
Hunter, Robert V.
Lancaster, Randy
Lorentz, Christopher
McCommon, Wallace
Miele, Jeffrey
Moore, James
Ray, Martin
Sawicki, Daniel
Shiver, Timothy
Steiner, Bonnie
Steiner, Jeffrey
Stoyanov, Lisa
Thomas, John
Threatt, Christopher
Vandiver, William
Wallace, Rhonda
Warren, Richard
Warren, James
Williams, Joshua
Wilson, William
Wolf, Daniel
Young, Susan
Matthis, Tommy L
Watkins, Anthony
Orfield, Jimmy
Morrell, Judith
Barajas, Elizabeth
Karley, Debbie
Andrews, Michele
Mink, Lora
Matichak, David
Ripley, Charles
Giles, Scott
Inland Marine Continental Casualty Co Alpha Computer Svcs Inc. Brown, Michael
Campos, Anna
Catlin, Amy
Concepcion, Daniel
Duck, Brian
Dunn, David
Dunn, David
Funeus, Wilbert
Gunther, Gene
Harris, Jeffery
Hertzing, Karri
Hunter, Joseph
Hunter, Robert V.
Lancaster, Randy
Lewis, Wendy
Lorentz, Christopher
</TABLE>
<PAGE> 133
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(S) (ii) McCommon, Wallace
Miele, Jeffrey
Moore, James
Ray, Martin
Ray, Ogale "Randy"
Sawicki, Daniel
Shiver, Timothy
Steiner, Bonnie
Steiner, Jeffrey
Stoyanov, Lisa
Thomas, John
Threatt, Christopher
Vandiver, William
Wallace, Rhonda
Warren, Richard
Warren, James
Williams, Joshua
Wilson, William
Wolf, Daniel
Young, Susan
Matthis, Tommy L.
Watkins, Anthony
Orfield, Jimmy
Morrell, Judith
Barajas, Elizabeth
Kurley, Debbie
Andrews, Michele
Mink, Lora
Matichak, David
Ripley, Charles
Giles, Scott
Commercial Umbrella Continental Casualty Co Alpha Computer Svcs Inc Brown, Michael
Campos, Anna
Catlin, Amy
Concepcion, Daniel
Duck, Brian
Dunn, David
Funeus, Wilbert
Gunther, Gene
Harris, Jeffery
Hertzing, Karri
Hunter, Joseph
Hunter, Robert V.
Lancaster, Randy
Lewis, Wendy
Lorentz, Christopher
McCommon, Wallace
Miele, Jeffrey
Moore, James
Ray, Martin
Ray, Ogale "Randy"
Sawicki, Daniel
</TABLE>
<PAGE> 134
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(S) (ii) Shiver, Timothy
Steiner, Bonnie
Steiner, Jeffrey
Stoyanov, Lisa
Thomas, John
Threatt, Christopher
Vandiver, William
Wallace, Rhonda
Warren, Richard
Warren, James
Williams, Joshua
Wilson, William
Wolf, Daniel
Young, Susan
Matthis, Tommy L
Watkins, Anthony
Orfield, Jimmy
Morrell, Judith
Barajas, Elizabeth
Kurley, Debbie
Andrews, Michele
Mink, Lora
Matichak, David
Ripley, Charles
Giles, Scott
(S) (ii) Business Liability Policy #1 73725608 01/01/2000 to 01/01/2001
Business Auto Policy #CZAX07396 01/01/2000 to 01/01/2001
Workers Compensation Policy #WC 1 77163042 01.01/2000 to 01/01/2001
Inland Marine Policy #B 1073725656 01/01/2000 to 01/01/2001
Commercial Umbrella Policy #B 1073725673 01/01/2000 to 01/01/2001
(S) (iv) See Attached
</TABLE>
<PAGE> 135
LOCATION SCHEDULE
<TABLE>
<CAPTION>
LOCATION BUILDING LOCATION ADDRESS
NUMBER NUMBER (STREET, CITY, COUNTY, STATE, ZIP)
- -------- -------- ----------------------------------
<S> <C> <C>
1 1 250 ALTAMONTE COMMERCE CIRCLE
SEMINOLE CO.
ALTAMONTE SPRINGS, FL 32714
2 1 2619 DECATUR HIGHWAY
FULTONDALE, AL 35068
</TABLE>
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 136
COMMERCIAL PROPERTY COVERAGE
Named Insured: ALPHA COMPUTER SERVICES, INC.
Company Name: TRANSCONTINENTAL INSURANCE COMPANY
Policy Term: 01/01/2000 TO 01/01/2001
Location Number: 1
Building Number: 1
<TABLE>
<CAPTION>
LIMITS PROPERTY DESCRIPTION DEDUCTIBLE CO-INS VALUE CAUSES OF LOSS
- ------ -------------------- ---------- ------ ----- --------------
<S> <C> <C> <C> <C> <C>
$ 300,000 CONTENTS $ 500 % RC SPECIAL
$ 10,000 COMPUTER EQUIP. $ 500 % RC SPECIAL
$ 15,000 VALUABLE PAPERS $ 500 % RC SPECIAL
</TABLE>
Location Number: 2
Building Number: 1
<TABLE>
<CAPTION>
LIMITS PROPERTY DESCRIPTION DEDUCTIBLE CO-INS VALUE CAUSES OF LOSS
- ------ -------------------- ---------- ------ ----- --------------
<S> <C> <C> <C> <C> <C>
$ 30,000 CONTENTS $ 500 % RC SPECIAL
$ 10,000 COMPUTER EQUIP. $ 500 % RC SPECIAL
$ 15,000 VALUABLE PAPERS $ 500 % RC SPECIAL
</TABLE>
AUTOMATIC COVERAGE EXTENSIONS
ADDITIONAL CONDITIONS AND ENDORSEMENTS
ACCOUNTS RECEIVABLE - $25,000 LIMIT
MONEY AND SECURITIES - $10,000 IN/$5,000 OUT
PROPERTY IN TRANSIT - $50,000 LIMIT - ON OWNED VEHICLES
EMPLOYEE DISHONESTY - $50,000
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 137
TRANSPORTATION FLOATER
Named Insured: ALPHA COMPUTER SERVICES, INC.
Company Name: CONTINENTAL CASUALTY CO. - C.N.A.
Policy Term: 01/01/2000 TO 01/01/2001
<TABLE>
<CAPTION>
LIMITS COVERAGE DESCRIPTION
- ------ --------------------
<S> <C>
$75,000 Catastrophe
$ 250 Deductible
</TABLE>
MODES OF TRANSPORTATION
- -----------------------
Any One Motor Vehicle
Any One Railroad Car
Any One Aircraft
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 138
COMMERCIAL GENERAL LIABILITY COVERAGE
Named Insured: ALPHA COMPUTER SERVICES, INC
Company Name: TRANSCONTINENTAL INSURANCE COMPANY
Policy Term: 01/01/2000 TO 01/01/2001
Coverage Written On: [x] Occurrence Form [ ] Claims-Made Form
Retro: / /
<TABLE>
<CAPTION>
LIMITS COVERAGE DESCRIPTION
- ------ --------------------
<S> <C>
$1,000,000 Each Occurrence - Bodily Injury and Property Damage
$2,000,000 General Aggregate
$2,000,000 Products and Completed Operations Aggregate
$1,000,000 Personal and Advertising Injury
$ 100,000 Fire Damage (any one fire)
$ 10,000 Medical Expense (any one person)
Includes: Premises and Operations
Products and Completed Operations
Owners and Contractors Protective
Contractual Liability
Employees as Additional Insureds
Broad Form Property Damage Liability
Host Liquor Liability
Incidental Medical Malpractice
Non-Owned Watercraft Liability (under 26 feet)
Limited Worldwide Products
</TABLE>
ADDITIONAL CONDITIONS AND ENDORSEMENTS
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 139
COMMERCIAL AUTOMOBILE COVERAGE
Named Insured: ALPHA COMPUTER SERVICES, INC
Company Name: GENERAL ACCIDENT INSURANCE COMPANY
Policy Term: 01/01/2000 TO 01/01/2001
<TABLE>
<CAPTION>
LIMITS COVERAGE DESCRIPTION
- ------ --------------------
<S> <C>
$500,000 Combined Single Limit - Bodily Injury and Property Damage
$500,000 Uninsured Motorists
$ Underinsured Motorists
$ 5,000 Medical Payments - Each Person
$ 10,000 PIP or Equivalent No-Fault ($____ Deductible)
</TABLE>
Physical Damage Coverage (see attached automobile schedule)
Includes: [x] Non-Owned Auto Liability
[x] Hired Auto Liability
ADDITIONAL CONDITIONS AND ENDORSEMENTS
[LOGO] INSURANCE OFFICE of AMERICA
<PAGE> 140
COMMERCIAL AUTOMOBILE SCHEDULE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
VEHICLE MAKE SPECIFIED CAUSES OF
VEH YEAR VEHICLE MODEL LIAB MED PIP UM UIM LOSS OR COLLISION
# SERIAL NUMBER PAY COMPREHENSIVE PERILS DEDUCTIBLE
- ---- ---- -------------------------- ---- --- --- --- --- ------------------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
[ ] Specified Causes
1 1994 DODGE VAN #8477 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
2 1999 CHEVY ASTROVAN #4864 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
3 1990 DODGE VAN #6151 X X X X [X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
4 1994 DODGE VAN #6550 X X X X [X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
5 1998 CHEVY ASTROVAN #2789 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
VEHICLE MAKE SPECIFIED CAUSES OF
VEH YEAR VEHICLE MODEL LIAB MED PIP UM UIM LOSS OR COLLISION
# SERIAL NUMBER PAY COMPREHENSIVE PERILS DEDUCTIBLE
- ---- ---- -------------------------- ---- --- --- --- --- ------------------------- ----------
[ ] Specified Causes
6 1994 DODGE VAN #3950 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
7 1999 CHEVY ASTROVAN #4812 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
8 1998 CHEVY ASTROVAN #4127 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
9 1993 HONDA CIVIC #4981 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
10 1993 HONDA CIVIC #7664 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
11 1993 HONDA CIVIC #1244 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
12 1993 HONDA CIVIC #6408 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 141
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
VEHICLE MAKE SPECIFIED CAUSES OF
VEH YEAR VEHICLE MODEL LIAB MED PIP UM UIM LOSS OR COLLISION
# SERIAL NUMBER PAY COMPREHENSIVE PERILS DEDUCTIBLE
- ---- ---- -------------------------- ---- --- --- --- --- ------------------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
[ ] Specified Causes
13 1993 HONDA CIVIC #1600 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
14 1998 CHEVY ASTROVAN #2722 X X X X [X] Comprehensive $500
$500 Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
[X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
[X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
[X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
[X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Specified Causes
[X] Comprehensive $
$ Deductible
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 142
WORKERS' COMPENSATION POLICY
Named Insured: ALPHA COMPUTER SERVICES, INC.
Company Name: TRANSCONTINENTAL INSURANCE CO.
Policy Term: 01/01/2000 TO 01/01/2001
<TABLE>
<CAPTION>
LIMITS COVERAGE DESCRIPTION
- ------ --------------------
<S> <C>
As Required Workers' Compensation
$100,000 Employer's Liability - Each Accident
$500,000 Employer's Liability - Disease-Policy Limit
$100,000 Employer's Liability - Disease-Each Employee
</TABLE>
ADDITIONAL CONDITIONS AND ENDORSEMENTS
NAMED INSUREDS INCLUDE:
CITY DIRECT, LLC
DYNATRENDS DBA COUPON USA
ALPHA-TEL VISION 2000 PARTNERS, LTD. LLC
NET VISION INTERNATIONAL, INC.
WEBWIZARD, LLC
W&R INVESTMENTS, INC.
TOTAL ESTIMATED PREMIUM $23,425.00
<PAGE> 143
RATING BASIS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
LOC CODE CLASSIFICATION EST. PAYROLL RATES PREMIUM
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
AL 5191 OFFICE MACHINE INSTALLATION, REPAIR 62,500 1.15 719
- -----------------------------------------------------------------------------------------------------
FL 5191 OFFICE MACHINE INSTALLATION, REPAIR 629,091 2.67 16,797
- -----------------------------------------------------------------------------------------------------
FL 8742 SALESPERSONS 650,952 1.13 7,356
- -----------------------------------------------------------------------------------------------------
FL 8810 CLERICAL 371,632 .59 2,193
- -----------------------------------------------------------------------------------------------------
GA 5191 OFFICE MACHINE INSTALLATION, REPAIR 115,017 .44 506
- -----------------------------------------------------------------------------------------------------
KS 5191 OFFICE MACHINE INSTALLATION, REPAIR 69,500 .77 535
- -----------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 144
UMBRELLA POLICY
Named Insured: ALPHA COMPUTER SERVICES, INC.
Company Name: TRANSCONTINENTAL INSURANCE COMPANY
Policy Term: 01/01/2000 TO 01/01/2001
<TABLE>
<CAPTION>
LIMITS COVERAGE DESCRIPTION
- ------ --------------------
<S> <C>
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate
$ 10,000 Retained Limit
</TABLE>
UNDERLYING INSURANCE INFORMATION:
<TABLE>
<S> <C> <C>
Auto Liability $ 500,000 Combined Single Limit
General Liability $1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products Aggregate
$1,000,000 Personal Injury
$ 100,000 Fire Damage
$ 10,000 Medical Expense
Employers Liability $ 100,000 B.I. Each Accident
$ 500,000 B.I. Disease Policy Limit
$ 100,000 B.I. Disease Each Employee
Other: $
</TABLE>
KEY POLICY EXCLUSIONS/FEATURES
First Dollar Defense [ ] Included [ ] Excluded
KEY COVERAGE DEFINITIONS
[LOGO] INSURANCE OFFICE OF AMERICA
<PAGE> 145
(s) (v) Great West Life & Annuity Insurance Company
<TABLE>
<CAPTION>
Group Policy #265903GL June 1, 1998 - May 31, 2000
Life and Health Services Contract
---------------------------------
(Self Funded Basis for Hospital & Medical Coverage
and Prescription drug Coverage)
<S> <C>
Specific Stop-Loss Level $25,000
-------
Aggregate Limitation Factor N/A
-------
Monthly Attachment Factors
--------------------------
- for each employee $127.33
-------
- for employee covered for $143.05
dependant coverage -------
Premium Factors
---------------
- for each employee $ 49.54
-------
- for each employee covered $ 55.63
for dependant coverage -------
</TABLE>
<PAGE> 146
(x) EMPLOYEE BENEFITS
Employee Welfare Benefit Plan -- Services Contract between
Great-West Life & Annuity Insurance Company and Alpha Computer
Services, Inc. for hospital and medical coverage and prescription drug
coverage on a partially self-funded basis; Stop Loss Contract
19
<PAGE> 147
(aa) CERTAIN BUSINESS RELATIONSHIPS WITH THE COMPANY.
1. See Disclosure Schedule item m(ii). W & R Investment
Properties, Inc., and Douglas International Holdings,
Inc., are companies in which Ms. Wendy Lewis and Mr.
Randy Ray have ownership interests.
2. Note Payable to W & R Investment Properties, Inc.,
balance due as of 12/31/99 of approximately $24,000.
3. The Company owes Ms. Wendy Lewis $29,500 as set
forth on the Balance Sheet.
4. The Company has entered into hardware maintenance
agreements with Web Wizard and Medical Office
Systems, which are entities in which Ms. Lewis and
Mr. Ray have ownership interests.
5. The Stockholders are employed by the Company.
6. The Company provides a car allowance to Mr. Warren
in lieu of mileage reimbursement.
7. The Company reimburses the stockholders for cellular
phone expenses, some of which may be for other than
company business.
8. Promissory Note issued by the Company to Mr. Ray,
dated March 15, 2000, for $2,500 loaned to the
Company for working capital.
20
<PAGE> 148
8(H) PERSONAL GUARANTEES OF SHAREHOLDERS
(I)
PERSONAL GUARANTEES
<TABLE>
<CAPTION>
FINANCIER DESCRIPTION GUARANTOR DATE TERM/PMT ORIGINAL AMOUNT
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GMAC 1998 Astro Van Purchase Wendy Lewis 12/26/97 60 mo. $ 19,905.21
$366.28
GMAC 1998 Astro Van Purchase Wendy Lewis 03/11/98 60 mo. $ 19,998.80
$386.65
Nations Bank 1999 Astro Van Purchase Wendy Lewis 12/18/98 60 mo. $ 19,302.13
$393.72
Nations Bank 1999 Astro Van Purchase Wendy Lewis 12/18/98 60 mo. $ 19,302.13
$393.72
CitiFactors A/R Financing Randy Ray 12/01/99 15 mo. $ 300,000.00
Wendy Lewis
Richard Warren
Zytek Purchase Agreement Richard Warren 04/01/95 84 mo. $2,520,000.00
14,286.00
CURRENT BALANCE: $ 320,375.24
</TABLE>
<TABLE>
<CAPTION>
(II)
LOANS FROM SHAREOWNER - WENDY LEWIS
DESCRIPTION DATE OPEN AMOUNT
- --------------------------------------------------------
<S> <C> <C>
Working Capital 05/31/99 $12,000.00
Working Capital 02/28/97 $17,500.00
</TABLE>
(III)
ACCOUNTS PAYABLE - OPEN ITEMS - W&R INVESTMENTS
All items referenced with "LEASE" in the Invoice # column on the payables refer
to the portion of shareowner's (Randy Ray & Wendy Lewis) automobile leases
Alpha was responsible for payment.
All items referenced with "UTL" or "UTILITY" in the Invoice # column on the
payables refer to the portion of building utilities (electric, water, garbage,
lawn maintenance) Alpha was responsible for payment. Invoices referencing "118
DEC" & "119 JAN" refer to utility expense.
The item referenced with "MISC 0698" in the Invoice # column on the payables
refer to the purchase of an standalone Air Conditioning unit for the computer
room at Alpha.
All items referenced with "RENT" in the Invoice # column on the payables refer
to the portion of building rent Alpha was responsible for payment.
21
<PAGE> 149
All items referenced with "INTERNET," "INTRNET" or "SPRINT" in the Invoice #
column on the payables refer to the portion of the T1 internet access Alpha was
responsible for payment from June 1999 through February 2000. Alpha will be
responsible for the March 2000 payment to Sprint in the amount of $650.56.
(IV)
SPRINT DISPUTE
Except with respect to the items set forth above with regard to internet access
through Sprint, the Shareholders shall be responsible for any and all liability
of the Company owed, or claimed by Sprint to be owed, to Sprint, including, but
not limited to, approximately $31,221.41 alleged by Sprint to be owned by the
Company to Sprint.
22
<PAGE> 150
EXHIBIT (i)
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
8S001 ABSOLUTE SYSTEMS 34,102.65 .00 .00 5,433.31 28,669.34
SLS .00 0% 0% 16% 84%
72-985-0083 2010-000 34,102.65
ACCOUNTS PAYABLE - TRADE 12/10/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15469 9/05/99 9931156 9/05/99 9/20/99 16,296.32 2,296.32 .00 14,000.00 172
15899 10/11/99 9931179 10/11/99 10/31/99 1,336.84 .00 .00 1,336.84 136
I5900 10/11/99 9931178 10/11/99 10/31/99 11,408.39 .00 .00 11,408.39 136
15991 10/12/99 9931180 10/12/99 11/01/99 825.00 .00 .00 825.00 135
15902 10/01/99 9931176 10/01/99 10/21/99 706.86 .00 .00 706.86 146
15903 10/15/99 9931186 10/15/99 11/04/99 36.75 .00 .00 36.75 132
15904 10/15/99 9931185 10/15/99 11/04/99 157.50 .00 .00 157.50 132
16201 12/02/99 9931216 12/02/99 12/02/99 1,754.93 .08 .00 1,754.93 84
16285 11/01/99 9931172 10/6 11/01/99 11/21/99 198.00 .00 .00 198.00 115
16458 12/03/99 9931217 12/03/99 12/28/99 157.00 .00 .00 157.00 83
16548 12/10/99 9931224 12/10/99 12/25/99 3,521.38 .00 .00 3,521.38 76
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CC001 ACCUSCAN 874.53 .00 .00 .00 874.53
.00 0% 0% 0% 100%
04-922-1220 2010-0000 874.53
04-922-0368 ACCOUNTS PAYABLE - TRADE 6/15/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14553 6/15/99 99045799 6/15/99 7/15/99 874.53 .00 .00 874.53 254
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CC002 ACCU-TECH CORPORATION 6,498.31 .00 152.80 5,006.69 1,338.82
CHRIS WILSON .00 0% 2% 77% 21%
88-222-8832 2010-000 6,498.31
70-475-4659 ACCOUNTS PAYABLE - TRADE 1/05/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15896 10/04/99 99082514 10/04/99 11/03/99 70.00 .00 .00 70.00 143
15897 10/29/99 9909131 10/29/99 11/28/99 300.56 .00 .00 300.56 l18
15898 11/08/99 99093333 11/08/99 12/08/99 143.20 .00 .00 143.20 108
16202 11/29/99 99099014 11/29/99 12/29/99 34.20 .00 .00 34.20 87
16203 11/11/99 99094769 11/11/99 12/11/99 271.25 .00 .00 271.25 105
16204 11/15/99 99895573 11/15/99 12/15/99 469.56 .00 .00 469.56 101
16205 12/01/99 99100476 12/01/99 12/31/99 70.20 .00 .00 71.20 85
16206 11/12/99 99095124 11/12/99 12/12/99 17.65 .00 .00 17.65 104
16207 11/15/99 99095572 11/15/99 12/15/99 66.60 .00 .00 60.60 101
16460 12/14/99 99104145 12/14/99 1/13/00 4,513.04 .00 .00 4,513.04 72
</TABLE>
<PAGE> 151
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16461 12/16/99 99105095 12/16/99 1/15/00 39.00 .00 .00 39.00 70
16462 12/15/99 99104549 12/15/99 1/14/00 350.25 .00 .00 358.25 71
16819 1/05/00 20008234 1/05/00 2/04/00 78.60 .00 .00 78.60 50
16829 1/05/00 20000235 1/05/00 2/04/00 74.20 .00 .00 74.20 50
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ACC003 ACCESS GRAPHICS 1,192.33 .00 .00 1,192.33 .00
ANTHONY .00 0% 0% 100% 0%
303-415-2808 2010-0000 1,192.33
ACCOUNTS PAYABLE - TRADE 12/17/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16459 12/17/99 1400043 12/17/99 1/16/00 1,192.33 .00 .00 1,192.33 69
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ADV084 ADVANCED INFORMATION 2,000.00 .00 2,000.00 .00 .00
.00 0% 100% 0% 0%
407-774-7181 2010-0000 2,000.00
ACCOUNTS PAYABLE - TRADE 1/11/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16820 1/11/00 INV000029 1/11/00 1/11/00 2,000.00 .00 .00 2,000.00 44
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AIR001 AIRBORNE EXPRESS 69.05 .00 .00 53.35 15.70
CUSTOMER SVC .00 0% 0% 77% 23%
800-247-2676 2010-000 69.05
ACCOUNTS PAYABLE - TRADE 12/15/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16208 11/10/99 U9774181 11/10/99 11/25/99 15.70 .00 .00 15.70 106
16545 12/15/99 U8896646 12/15/99 12/30/99 14.85 .00 .00 14.85 71
16559 12/01/99 U6688780 10/20 12/01/99 12/16/99 38.50 .00 .00 38.50 85
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ALL084 ALLIED TIRES & SERVICE 71.95 .00 71.95 .00 .00
.00 0% 100% 0% 0%
407-854-4300 2010-0000 71.95
ACCOUNTS PAYABLE - TRADE 12/28/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16550 12/28/99 147700 12/28/99 12/28/99 71.95 .00 .00 71.95 58
</TABLE>
<PAGE> 152
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALP005 ALPHA MICROSYSTEMS 50,708.16 6,196.60 6,318.42 .00 38,201.14
JENNIFER .00 12% 12% 0% 75%
800-548-4848 2019-0909 50,708.16
714-641-6223 ACCOUNTS PAYABLE - TRADE 2/19/00
</TABLE>
<TABLE>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13198 1/29/99 663763 1/29/99 2/28/99 495.00 .00 .00 495.00 391
13368 3/01/00 8068857 2/22 3/01/99 3/01/99 2,486.96 .00 .00 2,406.96 368
13430 3/06/99 CHT #130455 3/06/99 3/06/99 327.00 .00 .00 327.00 355
13442 2/11/99 0080T00 2/11/99 2/11/99 8,825.00 2,025.00 .00 6,000.00 378
13443 2/26/99 668363 2/26/99 3/28/99 300.00 .00 .00 300.00 363
13650 3/09/99 669051 3/09/99 4/08/99 334.00 .00 .00 334.00 352
13822 4/01/99 0408199 3/22 4/01/99 4/01/99 2,486.96 .00 .00 2,406.96 329
13921 5/01/99 050199 4/19 5/01/99 5/01/99 2,486.96 .00 .00 2,406.96 299
14296 6/01/99 060199 5/18 6/01/99 6/01/99 2,486.96 .00 .00 2,486.96 268
14941 7/01/99 CONTR 7/1/99 7/01/99 7/01/99 4,532.83 .00 .00 4,532.83 238
15049 8/01/99 080199 CONTRACT 8/01/99 8/01/99 5,606.17 .00 .00 5,606.17 207
15144 8/01/99 8000130455 7/19 8/01/99 8/01/99 221.64- .00 .00 221.64- 207
15247 9/01/00 090199 CONTRACT 9/01/99 10/01/99 5,599.97 .00 .00 5,599.97 176
15248 10/01/99 100199 CONTRACT 10/01/99 10/31/99 5,599.97 .00 .00 5,599.97 146
16991 2/19/00 612740 3/27/98 2/19/00 2/19/00 193.05 .00 .00 193.05 5
16992 2/19/00 612752 3/27/98 2/19/00 2/19/00 190.80 .00 .00 198.80 5
16993 2/19/00 618161 5/8/98 2/19/00 2/19/00 357.23 .00 .00 357.23 5
16994 2/19/00 618204 5/8/98 2/19/00 2/19/00 95.40 .00 .00 95.40 5
16995 2/19/00 622515 5/29/98 2/19/00 2/19/00 250.65 .00 .00 250.65 5
16996 2/19/00 623207 6/12/98 2/19/00 2/19/00 75.00 .00 .00 75.00 5
16997 2/19/00 627395 6/26/98 2/19/00 2/19/00 190.00 .00 .00 190.00 5
16998 2/19/00 627442 6/26/98 2/19/00 2/19/00 79.50 .00 .00 79.50 5
16999 2/19/00 637807 8/21/98 2/19/00 2/19/00 135.00 .00 .00 135.00 5
17000 2/19/00 638228 8/28/98 2/19/00 2/19/00 150.00 .00 .00 150.00 5
17001 2/19/00 638816 9/11/98 2/19/00 2/19/00 262.50 .00 .00 262.50 5
17002 2/19/00 638830 9/11/98 2/19/00 2/19/00 446.53 .00 .00 446.53 5
17003 2/19/00 642894 9/18/98 2/19/00 2/19/00 908.08 .00 .00 908.08 5
17004 2/19/00 642935 9/18/98 2/19/00 2/19/00 75.00 .00 .00 75.00 5
17005 2/19/00 643264 9/25/98 2/19/00 2/19/00 120.00 .00 .00 120.00 5
17006 2/19/00 643375 9/25/98 2/19/00 2/19/00 240.75 .00 .00 240.75 5
17007 2/19/00 649121 11/6/98 2/19/00 2/19/00 238.50 .00 .00 238.50 5
17008 2/19/00 678919 5/7/99 2/19/00 2/19/00 187.50 .00 .00 187.50 5
17009 2/19/00 678920 5/7/99 2/19/00 2/19/00 210.00 .00 .00 210.00 5
17010 2/19/00 678921 5/7/99 2/19/00 2/19/00 210.00 .00 .00 210.00 5
17011 2/19/00 678922 5/7/99 2/19/00 2/19/00 210.00 .00 .00 210.00 5
17012 2/19/00 678924 5/7/99 2/19/00 2/19/00 172.50 .00 .00 172.50 5
17013 2/19/00 683294 5/27/99 2/19/00 2/19/00 150.00 .00 .00 150.00 5
17014 2/19/00 683295 5/27/99 2/19/00 2/19/00 150.00 .00 .00 150.00 5
</TABLE>
<PAGE> 153
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17015 2/19/00 683380 5/27/99 2/19/00 2/19/00 150.00 .00 .00 150.00 5
17016 2/19/00 S0062050 2/19/00 2/19/00 756.69 .00 .00 756.69 5
17017 1/06/00 BLOCK OF TIME 1/06/00 1/06/00 6,318.42 .00 .00 6,318.42 49
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ALT001 ALTRO LIMITED 440.00 .00 .00 140.00 300.00
MAC HERNDON .00 0% 0% 32% 68%
703-549-1700 2010-0000 448.00
703-549-8112 ACCOUNTS PAYABLE - TRADE 12/01/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15318 9/20/99 39554 9/20/99 9/20/99 300.00 .00 .00 300.00 157
16563 12/01/99 19460 12/01/99 12/01/99 148.00 .00 .00 140.00 85
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ALT002 ALTATECH 1,689.59 .00 450.00 1,239.59 .00
.00 0% 27% 73% 0%
612-475-2900 2010-0000 1,689.59
612-475-8409 ACCOUNTS PAYABLE - TRADE 1/18/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16463 12/17/99 T30910-000 12/17/99 12/17/99 1,239.59 .00 .00 1,239.59 69
16760 1/18/00 T31650 1/18/00 1/18/00 250.00 .00 .00 250.00 37
16761 1/18/00 T31649 1/18/00 1/18/00 200.00 .00 .00 200.00 37
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AME002 AMERICAN DENTAL 364.44 182.22 182.22 .00 .00
BILLING .00 50% 50% 0% 0%
800-633-1262 2010-0000 364.44
800-342-5209 ACCOUNTS PAYABLE - TRADE 2/15/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16544 1/15/00 13802 1/15/00 1/15/00 182.22 .00 .00 182.22 48
16968 2/15/00 13802 2/15/00 2/15/00 182.22 .00 .00 182.22 9
</TABLE>
<PAGE> 154
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AMS001 AMSC INC 151.89 .00 .00 .00 151.89
.00 8 % 8 % 0 % 100 %
407-869-0480 2010-0000 151.89
ACCOUNTS PAYABLE - TRADE 7/03/97
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2071 9/01/95 6151 9/01/95 10/01/95 950.00 798.11 .00 151.89 999
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AMS003 AMSOUTH BANK 1,127.86 1,127.86 .00 .00 .00
.00 100 % 0 % 0 % 0 %
2010-0000 1,127.86
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16740 2/01/00 001725900039515 2/01/00 2/01/00 1,127.86 .00 .00 1,127.86 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AMX001 AMERICAN EXPRESS 50,297.87 8,619.25 30,989.14 10,689.48 .00
.00 17 % 62 % 21 % 0 %
800-327-2177 2010-0000 50,297.87
SUE YOUNG ACCOUNTS PAYABLE - TRADE 2/11/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16377 12/28/99 BLACK BX 767929 12/28/99 12/28/99 1,831.92 .00 .00 1,831.92 58
16404 12/23/99 PCLANVAD 3084 12/23/99 12/23/99 445.00- .00 .00 445.00- 63
16410 12/23/99 PCLANVAD 20445 12/23/99 12/23/99 154.00 .00 .00 154 00 63
16411 12/23/99 PC LANVAD 12/23/99 12/23/99 10,619.00 .00 .00 10,619.00 63
16412 12/23/99 PCLANVAD 21161 12/23/99 12/23/99 361.48 .00 .00 361.48 63
16414 12/28/99 CITRIX 034070 12/28/99 12/28/99 3,790.00 .00 .00 3,790.00 58
16432 12/30/99 WIRING TECHNOL 12/30/99 12/30/99 1,485.85 .00 .00 1,485.85 56
16433 12/30/99 WIRING TECHNOL 12/30/99 12/30/99 325.35 .00 .00 325.35 56
16434 12/30/99 WIRING TECHNOL 12/30/99 12/30/99 184.20 .00 .00 184.20 56
16435 12/30/99 WIRING TECHNOL 12/30/99 12/30/99 276.30 .00 .00 276.30 56
16447 12/29/99 PCSS 6037328 12/29/99 12/29/99 99.23 .00 .00 99.23 57
16448 12/29/99 PCSS 6027645 12/29/99 12/29/99 38.78 .00 .00 38.78 57
16449 12/29/99 PCSS 6034964 12/29/99 12/29/99 119.75 .00 .00 119.75 57
16450 12/29/99 PCSS 6037267 12/29/99 12/29/99 140.50 .00 .00 140.50 57
16451 12/29/99 PCSS 6226770 12/29/99 12/29/99 76.79 .00 .00 76.79 57
16452 12/29/99 PCSS 6195666 12/29/99 12/29/99 245.00 .00 .00 245.00 57
16453 12/29/99 PCSS 6163957 12/29/99 12/29/99 300.00 .00 .00 300.00 57
16454 12/29/99 PCSS 6196086 12/29/99 12/29/99 24.85 .00 .00 24.85 57
16455 12/29/99 PCSS 6045462 12/29/99 12/29/99 33.33 .00 .00 33.33 57
16456 12/29/99 PCSS 6228810 12/29/99 12/29/99 108.90 .00 .00 108.90 57
</TABLE>
<PAGE> 155
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16457 12/29/99 PCSS 6237057 12/29/99 12/29/99 203.40 .00 .00 203.40 57
16849 2/11/00 PC LANVAD 28363 2/11/00 2/11/00 180.00 .00 .00 180.00 13
16850 2/11/00 PC LANVAD 20364 2/11/00 2/11/00 51.00 .00 .00 51.00 13
16851 2/11/00 PC LANVAD 28347 2/11/00 2/11/00 119.00 .00 .00 119.00 13
16852 2/11/00 PC LANVAD 20342 2/11/00 2/11/00 90.00 .00 .00 90.00 13
16853 2/11/00 PC LANVAD 28341 2/11/00 2/11/00 375.00 .00 .00 375.00 13
16854 2/11/00 PC LANVAD 20343 2/11/00 2/11/00 42.00 .00 .00 42.00 13
16855 2/11/00 PC LANVAD 20340 2/11/00 2/11/00 145.00 .00 .00 145.00 13
16856 2/11/00 PC LANVAD 20308 2/11/00 2/11/00 158.00 .00 .00 158.00 13
16857 2/11/00 PC LANVAD 20280 2/11/00 2/11/00 260.00 .00 .00 260.00 13
16858 2/11/00 PC LANVAD 20268 2/11/00 2/11/00 1,759.00 .00 .00 1,759.00 13
16859 2/11/00 PC LANVAD CM3132 2/11/00 2/11/00 395.00- .00 .00 395.00- 13
16860 2/11/00 PC LANVAD CM3129 2/11/00 2/11/00 590.00- .00 .00 590.00- 13
16861 2/11/00 PC LANVAD 21721 2/11/00 2/11/00 79.79 .00 .00 79.79 13
16866 2/08/00 TTI 9802290430 2/08/00 2/08/00 3,826.45 .00 .00 3,826.45 16
16867 2/08/00 TTI 9002290430 2/08/00 2/08/00 2,857.57 .00 .00 2,857.57 16
16872 1/06/00 RHI 80900669 1/06/00 1/06/00 2,465.00 .00 .00 2,465.00 49
16873 1/06/00 RHI 00862406 1/06/00 1/06/00 1,160.00 .00 .00 1,160.00 49
16874 1/06/00 RHI 80949224 1/06/00 1/06/00 1,160.00 .00 .00 1,160.00 49
16875 1/06/00 RHI 00976295 1/06/00 1/06/00 232.00 .00 .00 232.00 49
16877 1/13/00 SUB,WILLS112024 1/13/00 1/13/00 1,085.00 .00 .00 1,085.00 42
16880 1/14/00 PC WHSL 98862249 1/14/00 1/14/00 4,695.00 .00 .00 4,695.00 41
16881 1/17/00 NORTL5001448550 1/17/00 1/17/00 2,500.00 .00 .00 2,500.00 38
16883 1/06/00 NEXTEL2078969-7 1/06/00 1/06/00 548.51 .00 .00 548.51 49
16884 1/06/00 NEXTEL2078969-7 1/06/00 1/06/00 442.49 .00 .00 442.49 49
16885 1/18/00 FLA SFTWR #8599 1/18/00 1/18/00 110.21 .00 .00 110.21 37
16886 1/18/00 BLOS & PETALS 1/18/00 1/18/00 38.52 .00 .00 38.52 37
16890 1/17/00 IKOH 917128 1/17/00 1/17/00 114.88 .00 .00 114.88 38
16891 1/17/00 IKOH 12173819 1/17/00 1/17/00 316.72 .00 .00 316.72 38
16892 1/17/00 IKOH 12188023 1/17/00 1/17/00 128.40 .00 .00 128.40 38
16893 1/17/00 IKOH 191031 1/17/00 1/17/00 20.72 .00 .00 20.72 38
16894 1/17/00 IKOH LATE CHGS 1/17/00 1/17/00 13.26 .00 .00 13.26 38
16938 2/08/00 GRT LKS COMP 2/08/00 2/08/00 461.44 .00 .00 461.44 16
16943 1/24/00 WAREFORCE167563 1/24/00 1/24/00 2,184.00 .00 .00 2,184.00 31
16944 1/24/00 WAREFORCE167583 1/24/00 1/24/00 2,177.28 .00 .00 2,177.28 31
16945 1/24/00 WAREFORCE178221 1/24/00 1/24/00 2,184.00 .00 .00 2,184.00 31
16946 1/24/00 WAREFORCE178223 1/24/00 1/24/00 102.00 .00 .00 102.00 31
</TABLE>
<PAGE> 156
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AMX003 AMERICAN EXPRESS 235.70 235.70 .00 .00 .00
.00 100% 0% 0% 0%
800-327-2177 2010-0000 235.70
ACCOUNTS PAYABLE - TRADE 2/04/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16936 2/19/00 378356126763002 2/04/00 2/04/00 235.70 .00 .00 235.70 20
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ARROO1 ARROW ELECTRONICS, INC. 12,084.48 .00 .00 .00 12,084.48
MELISSA X5146 .00 0% 0% 0% 100%
800-332-3497 2010-0000 12,084.48
ACCOUNTS PAYABLE - TRADE 8/10/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14604 6/30/99 3438950 6/30/99 7/20/99 725.36 .00 .00 725.36 239
14610 6/29/99 3421516 6/29/99 7/19/99 134.14 .00 .00 134.14 240
14611 6/29/99 3422977 6/29/99 7/19/99 119.14 .00 .00 119.14 240
14765 7/08/99 3491195 7/08/99 7/28/99 640.30 .00 .00 640.30 231
14767 7/07/99 3481541 7/07/00 7/27/99 140.29 .00 .00 140.39 232
14771 7/01/99 3441947 7/01/99 7/21/99 1,301.05 .00 .00 1,301.05 238
14831 7/14/99 3540300 7/14/99 8/03/99 167.05 .00 .00 167.05 225
14836 7/09/99 3510265 7/09/99 7/29/99 419.17 .00 .00 419.17 230
14837 7/14/99 3546325 7/14/99 8/03/99 834.33 .00 .00 834.33 225
14861 7/22/99 3613651 7/22/99 8/11/99 245.89 .00 .00 245.89 217
14862 7/16/99 3567039 7/16/99 8/05/99 248.21 .00 .00 248.21 223
14882 7/30/99 3782939 7/30/99 8/19/99 326.86 .00 .00 326.86 289
14883 8/02/99 3789949 8/02/99 8/22/99 640.40 .00 .00 640.40 206
14884 8/03/99 3727864 8/03/99 8/23/99 195.45 .00 .00 195.45 205
14893 7/22/99 3617111 7/22/99 8/11/99 1,472.00 .00 .00 1,472.00 217
14894 7/21/99 3604671 7/21/99 8/10/99 39.39 .00 .00 39.30 218
14895 7/22/99 3615221 7/22/99 8/11/99 1,370.10 .00 .00 1,370.10 217
14902 7/16/99 3565626 7/16/99 8/05/99 171.46 .00 .00 171.46 223
14903 7/08/99 3485876 7/08/99 7/28/99 302.90 .00 .00 302.90 231
14904 7/08/99 3496209 7/08/99 7/28/99 273.90 .00 .00 273.90 231
15040 8/05/99 3750275 8/05/99 8/25/99 143.89 .00 .00 143.89 203
15065 8/05/99 3751926 8/05/99 8/25/99 104.73 .00 .00 104.73 203
15069 8/06/99 3761618 8/06/99 8/26/99 573.15 .00 .00 573.15 202
15206 8/10/99 3787431 8/10/99 8/30/99 767.35 .00 .00 767.35 198
15207 8/10/99 3785326 8/10/99 8/30/99 329.32 .00 .00 329.32 198
15208 8/10/99 3787394 8/10/99 8/30/99 398.64 .00 .00 398.64 198
</TABLE>
<PAGE> 157
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASC081 ASSN SERVICE & COMPUTER 980.80 .00 980.08 .00 .00
LIZ ROSS .80 0% 100% 0% 0%
561-266-9016 2018-0000 980.00
561-266-9017 ACCOUNTS PAYABLE - TRADE 1/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16970 2/19/80 ANNUAL DUES 2000 1/01/00 1/01/00 900.00 .00 .00 900.00 54
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BASE 01 BASIC PREVENTIVE PLUS 4,494.49 .00 3,177.37 1,317.12 .00
CELL PHONE .00 0% 71% 29% 0%
487-928-2186 2910-0000 4,494.49
ACCOUNTS PAYABLE - TRADE
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16542 1/07/00 '92 488$EL 1/87/88 1/07/00 41.73 .00 .00 41.73 48
16543 12/01/99 9/9 '89 420SEL 12/01/99 12/01/99 1,317.12 .00 .00 1,317.12 85
16718 1/12/00 '89 420 SEL 1/12/00 1/12/00 2,696.40 .00 .00 2,696.40 43
16719 1/18/00 VAN#9803 MAINT 1/18/00 1/18/00 26.75 .00 .00 26.75 37
16720 1/18/00 VAN#9481 MAINT 1/18/00 1/18/00 26.75 .00 .00 26.75 37
16721 1/18/00 VAN#9901 REPAIR 1/18/00 1/18/00 26.75 .00 .00 26.75 37
16722 1/18/00 VAN#9902 MAINT 1/18/00 1/18/00 26.75 .00 .00 26.75 37
16723 1/18/00 VAN#9302 REPAIR 1/18/00 1/18/00 283.55 .00 .00 283.55 37
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BAT881 BATTERIES PLUS 354.98 .00 .00 .08 354.98
.80 9% 9% 0% 100%
407-788-7772 2010-8000 354.98
ACCOUNTS PAYABLE - TRADE 10/18/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15284 9/24/99 C61-7661 9/24/99 10/24/99 114.99 .00 .00 114.99 153
15674 10/18/99 C61-9270 10/18/99 11/17/99 239.99 .00 .00 239.99 129
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BEL002 BELLSOUTH 205.55 205.55 .00 .00 .00
.00 100% 0% 0% 0%
487-788-2800 2018-0080 205.55
ACCOUNTS PAYABLE - TRADE 2/09/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16827 1/25/00 954-728-8278 1/25/00 2/13/00 205.55 .00 .00 205.55 30
</TABLE>
<PAGE> 158
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BEL003 BELLSOUTH 215.98 .00 19.09 196.89 .08
.00 0% 9% 91% 0%
800-285-4420 2010-9080 215.98
ACCOUNTS PAYABLE - TRADE 12/29/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16575 11/29/99 205-841-8834 11/29/99 11/29/99 175.95 .00 .00 175.95 87
16576 11/29/99 205-841-9911 11/29/99 11/29/99 20.94 .00 .00 20.94 87
16596 12/29/99 205-841-0034 12/29/99 12/29/99 1.53- .00 .00 1.53- 57
16597 12/29/99 205-841-9911 12/29/99 12/29/99 20.62 .00 .00 20.62 57
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BEN001 BENEFICIAL FINANCE 3,765.88 3,765.88 .00 .00 .00
.80 100% 0% 0% 0%
2010-0000 3,765.88
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16742 2/01/00 311718085013754 2/01/00 2/01/00 3,765.88 .00 .00 3,765.88 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BFI001 BROWNING-FERRIS IND 98.99 98.99 .00 .00 .00
.00 100% 0% 0% 0%
205-923-1650 2010-0000 98.99
ACCOUNTS PAYABLE - TRADE 2/02/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16969 2/19/00 00238125 2/02/00 2/02/00 98.99 .00 .00 98.99 22
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BIO801 BIO-DATA, INC. 76.50- .00 .00 .00 76.50-
.00 0% 0% 0% 100%
954-748-6006 2010-0000 76.50-
954-746-4466 ACCOUNTS PAYABLE - TRADE 1/25/96
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3409 1/25/96 85012CR 1/25/96 1/25/96 76.50- .00 .00 76.50- 999
</TABLE>
<PAGE> 159
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BMC001 BMC SOLUTIONS, INC 377.52 .00 .00 .00 377.52
.00 0% 0% 0% 100%
770-514-6704 2010-0000 377.52
ACCOUNTS PAYABLE - TRADE 9/30/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15475 9/30/99 132214 9/30/99 10/15/99 377.52 .00 .00 377.52 147
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BR0001 BROAD & CASSEL 763.80 .00 .00 .00 763.80
SHERRY BRENNER .80 0% 0% 0% 100%
407-839-4200 2810-0000 763.80
407-425-8377 ACCOUNTS PAYABLE - TRADE 5/24/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14237 5/24/99 346728 5/24/99 6/23/99 763.80 .00 .00 763.80 276
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
BUR002 HUGH BURTON 537.00 537.00 .00 .00 .00
.00 100% 0% 0% 0%
2010-0000 537.00
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16741 2/01/00 ASSET PURCH-DHS 2/01/00 2/01/00 537.80 .00 .00 537.00 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CEN004 CENTRAL COMMUNICATIONS 268.57 .00 .00 .00 268.57
.00 0% 0% 0% 100%
407-835-9508 2010-0000 268.57
ACCOUNTS PAYABLE - TRADE 10/27/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16096 10/27/99 945398 10/27/99 10/27/99 268.57 .00 .00 268.57 128
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CIT004 CITY OF FULTONDALE 80.06 .00 80.06 .00 .00
.00 0% 100% 0% 0%
2010-0000 80.06
ACCOUNTS PAYABLE - TRADE 1/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16971 2/19/00 102-17552-01 1/01/00 1/01/00 80.86 .00 .00 80.86 54
</TABLE>
<PAGE> 160
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CIT005 CITIFACTORS FIN GROUP INC 1,664.49 .00 206.38 .00 1,458.11
.00 0% 12% 0% 88%
813-272-1892 2010-0000 1,664.49
ACCOUNTS PAYABLE - TRADE 1/17/00
</TABLE>
<TABLE>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14797 7/14/99 1991502 7/14/99 8/13/99 558.91 .00 .00 558.91 225
14808 7/21/99 1991574 7/21/99 8/20/99 94.94 .00 .00 94.94 218
15030 8/17/99 1991898 8/17/99 9/16/99 372.64 .00 .00 372.64 191
15047 9/01/99 1992047 9/01/99 10/01/99 74.55 .00 .00 74.55 176
15048 9/01/99 1992046 9/01/00 10/01/99 138.00 .00 .00 138.00 176
15056 8/10/99 1991830 8/10/99 9/09/99 94.40 .00 .00 94.40 198
15676 9/21/99 1992206 9/21/99 10/21/99 124.67 .00 .00 124.67 156
16989 1/10/00 1200879 1/17/00 2/16/00 103.19 .00 .00 103.19 38
16998 1/17/00 1200088 1/17/00 2/16/00 103.19 .00 .00 103.19 39
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
CIT007 CITY OF FORT LAUDERDALE 15.28 15.28 .00 .00 .00
.00 100% 0% 0% 0%
2010-000 15.28
ACCOUNTS PAYABLE - TRADE 2/02/00
</TABLE>
<TABLE>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16704 2/02/00 04794854059 2/02/00 2/02/00 15.28 .00 .00 15.28 22
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
COL002 COLONIAL LIFE & ACCIDENT 596.28 298.14 298.14 .00 .00
LYNN .00 50% 50% 0% 0%
407-423-1844 2010-0000 596.28
800-325-4368 ACCOUNTS PAYABLE - TRADE 2/01/00
</TABLE>
<TABLE>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16541 1/01/00 E7241136 1/01/00 1/01/00 298.14 .00 .00 298.14 54
16988 2/19/00 E7241136 2/01/00 2/01/00 298.14 .00 .00 298.14 23
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
COM017 COMPUTERPLUS SALES & SVC 410.00 .00 .00 .00 410.00
.00 0% 0% 0% 100%
800-849-4426 2010-0000 410.00
864-676-1214 ACCOUNTS PAYABLE - TRADE 11/10/99
</TABLE>
<TABLE>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16194 11/01/99 15878 8/27 11/01/99 11/01/99 410.00 .00 .00 410.00 115
</TABLE>
<PAGE> 161
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
COM019 COMPUTER RESOURCE, INC 35.00 .00 .00 .00 35.00
.00 0% 0% 0% 100%
609-730-9200 2010-0000 35.00
609-730-9205 ACCOUNTS PAYABLE - TRADE 11/12/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16208 11/12/99 991112 11/12/99 12/12/99 35.00 .00 .00 35.00 104
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
COM021 COMPUTER SYSTEMS PLUS 169.58 .00 .00 169.58 .00
SANDY .00 0% 0% 100% 0%
423-573-5303 2010-0000 169.58
ACCOUNTS PAYABLE - TRADE 12/21/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16539 12/21/99 31738 12/21/99 12/21/99 169.58 .00 .00 169.58 65
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
COM026 COMMERCIAL EQUIP LEASING 620.10 310.85 310.85 .00 .00
BETSY X6581 .00 50% 50% 0% 0%
800-553-7286 2010-0000 620.10
ACCOUNTS PAYABLE - TRADE 2/12/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16699 1/12/00 26371198 1/12/00 1/12/00 310.05 .00 .00 310.05 43
16981 2/12/00 26589477 2/12/00 2/12/00 310.05 .00 .00 310.05 12
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CON087 CONSULTANTS EXCHANGE 144.38 144.38 .00 .00 .00
.00 100% 0% 0% 0%
770-479-1533 2010-0000 144.38
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16714 2/01/00 COMMISSIONS 2/01/00 2/01/00 144.38 .00 .00 144.38 23
</TABLE>
<PAGE> 162
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DAT007 DATA RELIANCE CORPORATION 1,245.00 .00 .00 .00 1,245.00
.00 0% 0% 0% 100%
219-935-9550 2010-0000 1,245.00
ACCOUNTS PAYABLE - TRADE 9/23/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13716 3/26/99 6893 3/26/99 4/25/99 50.00 .00 .00 50.00 335
14054 4/15/99 7074 4/15/99 5/15/99 650.00 .00 .00 650.00 315
14055 4/19/99 7093 4/19/99 5/19/99 350.00 .00 .00 350.00 311
15405 9/23/99 8142 9/23/99 10/23/99 195.00 .00 .00 195.00 154
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DAT010 DATAREFLECTS COMPUTERS 4,830.00 940.00 1,825.00 1,735.00 330.00
.80 19% 38% 36% 7%
713-686-8838 2010-0000 4,830.00
ACCOUNTS PAYABLE - TRADE 2/03/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16209 11/15/99 B111514529 11/15/99 11/15/99 45.00 .00 .00 45.00 101
16210 11/19/99 B111914550 11/19/99 11/19/99 145.00 .00 .00 145.00 97
16211 11/18/99 B111814546 11/18/99 11/18/99 20.00 .00 .00 20.00 98
16212 11/29/99 B112914561 11/29/99 11/29/99 35.00 .00 .00 35.00 87
16213 11/30/99 B113814573 11/30/99 11/30/99 35.00 .00 .00 35.00 86
16214 11/30/99 B113014574 11/30/99 11/30/99 45.00 .00 .00 45.00 86
16215 11/30/99 B113014576 11/30/99 11/30/99 85.00 .00 .00 85.00 86
16216 11/30/99 B113014577 11/30/99 11/30/99 50.00 .00 .00 50.00 86
16217 11/30/99 B113014575 11/30/99 11/30/99 50.00 .00 .00 50.00 86
16218 11/22/99 B112214555 11/22/99 11/22/99 45.00 .00 .00 45.00 94
16219 11/22/99 B112214533 11/22/99 11/22/99 25.00 .00 .00 25.00 94
16220 11/11/99 B111114513 11/11/99 11/11/99 50.00 .00 .00 50.00 105
16465 12/01/99 B120114585 12/01/99 12/01/99 50.00 .00 .00 50.00 85
16466 12/01/99 B120114584 12/01/99 12/01/99 35.00 .00 .00 35.00 85
16467 12/02/99 B120214588 12/02/99 12/02/99 45.00 .00 .00 45.00 84
16468 12/02/99 B120214589 12/02/99 12/02/99 50.00 .00 .00 50.00 84
16469 12/03/99 B120314596 12/03/99 12/03/99 35.00 .00 .00 35.00 83
16470 12/06/99 B120614598 12/06/99 12/06/99 50.00 .00 .00 50.00 80
16471 12/08/99 B120814611 12/08/99 12/08/99 50.00 .00 .00 50.00 78
16472 12/08/99 B120914614 12/08/99 12/08/99 50.00 .00 .00 50.00 78
16473 12/09/99 B120914615 12/09/99 12/09/99 20.00 .00 .00 20.00 77
16474 12/09/99 B120914616 12/09/99 12/09/99 45.00 .00 .00 45.00 77
16475 12/13/99 B121314621 12/13/99 12/13/99 100.00 .00 .00 100.00 73
16476 12/13/99 B121314622 12/13/99 12/13/99 50.00 .00 .00 50.00 73
16477 12/14/99 B121414627 12/14/99 12/14/99 85.00 .00 .00 85.00 72
16478 12/15/99 B121514623 12/15/99 12/15/99 50.00 .00 .00 50.00 71
</TABLE>
<PAGE> 163
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16479 12/15/99 B121514636 12/15/99 12/15/99 50.00 .00 .00 50.00 71
16480 12/15/99 B121514637 12/15/99 12/15/99 45.00 .00 .00 45.00 71
16481 12/16/99 B121614644 12/16/99 12/16/99 30.00 .00 .00 30.00 70
16482 12/16/99 B121614645 12/16/99 12/16/99 50.00 .00 .00 50.00 70
16483 12/16/99 B121614646 12/16/99 12/16/99 50.00 .00 .00 50.00 70
16484 12/16/99 B121614647 12/16/99 12/16/99 50.00 .00 .00 50.00 70
16485 12/16/99 B121614648 12/16/99 12/16/99 35.00 .00 .00 35.00 70
16486 12/17/99 B121714620 12/17/99 12/17/99 45.00 .00 .00 45.00 69
16487 12/17/99 B121714652 12/17/99 12/17/99 50.00 .00 .00 50.00 69
16488 12/17/99 B121714654 12/17/99 12/17/99 85.00 .00 .00 85.00 69
16489 12/17/99 B121714655 12/17/99 12/17/99 50.00 .00 .00 50.00 69
16490 12/20/99 B122014661 12/20/99 12/20/99 50.00 .00 .00 50.00 66
16491 12/20/99 B122014662 12/20/99 12/20/99 85.00 .00 .00 85.00 66
16492 12/21/99 B122114669 12/21/99 12/21/99 45.00 .00 .00 45.00 65
16525 12/27/99 B122714300 12/27/99 12/27/99 50.00 .00 .00 50.00 59
16526 12/27/99 B122714299 12/27/99 12/27/99 45.00 .00 .00 45.00 59
16527 12/28/99 B122814679 12/28/99 12/28/99 50.00 .00 .00 50.00 58
16661 1/04/00 B010414697 1/04/00 1/04/00 50.00 .00 .00 50.00 51
16662 1/04/00 B010414698 1/04/00 1/04/00 10.00 .00 .00 10.00 51
16663 1/06/00 B010614710 1/06/00 1/06/00 35.00 .00 .00 35.00 49
16664 1/06/00 B010614712 1/06/00 1/06/00 35.00 .00 .00 35.00 49
16665 1/12/00 B011214781 1/12/00 1/12/00 50.00 .00 .00 50.00 43
16666 1/12/00 B011214784 1/12/00 1/12/00 20.00 .00 .00 20.00 43
16667 1/12/00 B011214783 1/12/00 1/12/00 50.00 .00 .00 50.00 43
16668 1/13/00 B011314796 1/13/00 1/13/00 45.00 .00 .00 45.00 42
16669 1/14/00 B011414913 1/14/00 1/14/00 95.00 .00 .00 95.00 41
16670 1/14/00 B011414818 1/14/00 1/14/00 50.00 .00 .00 50.00 41
16764 1/17/00 B011714929 1/17/00 2/16/00 100.00 .00 .00 100.00 38
16765 1/18/00 B011814935 1/18/00 2/17/00 40.00 .00 .00 40.00 37
16766 1/17/00 B011714927 1/17/00 2/16/00 50.00 .00 .00 50.00 38
16767 1/18/00 B011814936 1/18/00 2/17/00 85.00 .00 .00 85.00 37
16768 1/18/00 B011814934 1/18/00 2/17/00 45.00 .00 .00 45.00 37
16769 1/21/00 B012117015 1/21/00 2/20/00 25.00 .00 .00 25.00 34
16770 1/28/00 B012817130 1/28/00 2/27/00 10.00 .00 .00 10.00 27
16771 1/25/00 B012517044 1/25/00 2/24/00 50.00 .00 .00 50.00 30
16772 1/25/00 B012517045 1/25/00 2/24/00 50.00 .00 .00 50.00 30
16773 1/06/00 B010614711 1/06/00 2/05/00 35.00 .00 .00 35.00 49
16774 1/12/00 B011214780 1/12/00 2/11/00 210.00 .00 .00 210.00 43
16775 2/02/00 B020217295 2/02/00 3/03/00 40.00 .00 .00 40.00 22
16776 2/02/00 B020217297 2/02/00 3/03/00 40.00 .00 .00 40.00 22
16777 2/02/00 B020217284 2/02/00 3/03/00 50.00 .00 .00 50.00 22
16778 2/03/00 B020317321 2/03/00 3/04/00 50.00 .00 .00 50.00 21
16779 2/02/00 B020217285 2/02/00 3/03/00 50.00 .00 .00 50.00 22
</TABLE>
<PAGE> 164
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16784 2/02/00 B020217296 2/02/00 3/03/00 45.00 .00 .00 45.00 22
16785 2/02/00 B020217294 2/02/00 3/03/00 180.00 .00 .00 180.00 22
16786 1/26/00 B012617868 1/26/00 2/25/00 45.00 .00 .00 45.00 29
16787 1/26/00 B012617067 1/26/00 2/25/00 130.00 .00 .00 130.00 29
16788 1/28/00 B012817218 1/28/00 2/27/00 95.00 .00 .00 95.00 27
16789 1/28/00 B012817131 1/28/00 2/27/00 35.00 .00 .00 35.00 27
16790 1/28/00 B012817119 1/28/00 2/27/00 70.00 .00 .00 70.00 27
16791 1/21/00 B012117016 1/21/00 2/20/00 65.00 .00 .00 65.00 34
16792 1/20/00 B012014970 1/20/00 2/19/00 55.00 .00 .00 55.00 35
16793 1/20/00 B012014968 1/20/00 2/19/00 80.00 .00 .00 80.00 35
16794 1/20/00 B012014969 1/20/00 2/19/00 35.00 .00 .00 35.00 35
16818 1/24/00 B012417040 1/24/00 1/24/00 85.00 .00 .00 85.00 31
16821 1/19/00 B011914994 1/19/00 1/19/00 90.00 .00 .00 90.00 36
16825 1/24/00 B012417839 1/24/00 1/24/00 128.80 .00 .00 128.80 31
16826 1/24/00 B012417038 1/24/00 1/24/00 120.00 .00 .00 120.00 31
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DIR001 PAYMENT CENTER 2,699.30 1,432.62 733.68 .00 533.00
.00 53% 27% 0% 20%
800-205-9988 2010-0000 2,699.30
ACCOUNTS PAYABLE - TRADE 2/09/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15822 11/16/99 SED 201599501 11/16/99 11/16/99 533.80 .00 .00 533.00 100
16416 1/17/00 COM SYS PL30367 1/17/00 1/17/00 337.50 .00 .00 337.50 38
16417 1/08/00 N PRT RICH HOSP 1/08/00 1/08/00 46.18 .00 .00 46.18 47
16897 2/09/00 DUSOBOX 116418 2/09/00 2/09/00 561.28 .00 .00 561.28 15
16898 1/25/00 FEES 1/25/00 1/25/00 44.04 .00 .00 44.04 30
16899 1/25/00 FIN CHARGES 1/25/00 1/25/00 38.27 .00 .00 38.27 30
16904 1/27/00 CITY FT LAUD 1/27/00 1/27/00 15.50 .00 .00 15.50 28
16906 1/27/00 CITY FT LAUD 1/27/00 1/27/00 15.44 .00 .00 15.44 28
16907 1/20/00 FL POWER DEPOST 1/20/00 1/20/00 350.00 .00 .00 350.00 35
16917 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 2.60 .00 .00 2.60 15
16919 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 50.57 .00 .00 50.57 15
16921 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 98.42 .00 .00 98.42 15
16923 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 71.07 .00 .00 71.07 15
16925 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 69.26 .00 .00 69.26 15
16927 2/09/00 NCC/CABLE&WIRE 2/09/00 2/09/00 70.97 .00 .00 70.97 15
16934 2/09/00 BELLSOUTH 954 2/09/00 2/09/00 191.42 .00 .00 191.42 15
16935 2/09/00 BELLSOUTH 954 2/09/00 2/09/00 203.78 .00 .00 203.78 15
</TABLE>
<PAGE> 165
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OU001 DOUGLAS INTERNATIONAL 4,869.81 4,869.81 .00 .00 .00
COTT GILES .00 100% 0% 0% 0%
07-682-8860 2010-0000 4,869.81
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16698 2/01/00 157 FEB @ 650 2/01/00 2/01/00 2,229,17 .00 .00 2,229.17 23
16758 1/26/00 158 SEC DEPOSIT 1/26/00 1/26/00 2,083.34 .00 .00 2,083.34 29
16759 1/26/00 156 JAN 650 1/26/00 1/26/00 557.30 .00 .00 557.30 29
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
US001 DUSOBOX CORPORATION 2,993.32 561.28- .00 .00 3,554.60
SCOTT HALTOM .00 19-% 0% 0% 119%
407-855-5120 2010-000 2,933.32
ACCOUNTS PAYABLE - TRADE 2/09/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14811 7/01/99 116418 5/7 7/01/99 7/01/99 2,482.03 1,120.75 .00 1,361.28 238
15816 10/07/99 116371 5/6 10/07/99 10/07/99 2,193.32 .00 .00 2,193.32 140
16896 2/09/00 116418 5/7 2/09/00 1/09/00 561.28- .00 .00 561.28- 15
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
EGP001 EPG, INC 89.47 89.47 .00 .00 .00
.00 100% 0% 0% 0%
407-841-2932 2010-000 89.47
ACCOUNTS PAYABLE-TRADE 1/27/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16726 1/27/00 433088 1/27/00 2/06/00 89.47 .00 .00 89.47 28
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FED001 FEDERAL EXPRESS 3,900.90 2,590.05 1,310.85 .00 .00
BILLING .00 66% 34% 0% 0%
800-622-1147 2010-0000 3,900.90
800-548-3020 ACCOUNTS PAYABLE - TRADE 2/09/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16694 2/01/00 7-890-03062 2/01/00 2/16/00 1,192.40 .00 .00 1,192.40 23
16695 1/18/00 7-835-50009 1/18/00 2/02/00 862.80 .00 .00 862.80 37
16696 1/12/00 7-835-22420 1/12/00 1/27/00 448.05 .00 .00 448.05 43
16950 2/09/00 7-890-27897 2/09/00 2/24/00 1,397.65 .00 .00 1,397.65 15
</TABLE>
<PAGE> 166
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FLA801 FLORIDA POWER CORP. 121.83 121.83 .00 .00 .00
.00 100% 0% 0% 0%
487-629-1010 2010-0000 121.83
ACCOUNTS PAYABLE - TRADE 2/07/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16703 2/07/00 41164 27166 2/07/00 2/29/00 121.83 .00 .00 121.83 17
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FLA002 FLAGSHIP TECHNOLOGIES INC. 325.00 .00 .00 325.00 .00
.00 0% 0% 100% 0%
800-416-8908 2010-0000 325.00
ACCOUNTS PAYABLE - TRADE 12/17/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16493 12/17/99 40124 12/17/99 1/16/00 325.00 .00 .00 325.00 69
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FLO005 FLORIDA LIFT SYSTEMS, INC. 107.00 107.00 .00 .00 .00
.00 100% 0% 0% 0%
407-859-3000 2010-0000 107.00
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16724 1/25/00 R063264 1/25/00 1/25/00 53.58 .00 .00 53.58 30
16725 2/01/00 R063648 2/01/00 2/01/00 53.50 .00 .00 53.50 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FPL081 FLORIDA POWER & LIGHT CO. 59.67 59.67 .00 .00 .00
CUSTOMER SERVICE .00 100% 0% 0% 0%
954-797-5000 2010-0000 59.67
ACCOUNTS PAYABLE - TRADE 2/11/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16732 2/11/00 51556-83201 2/11/00 3/03/00 19.71 .00 .00 19.71 13
16733 2/11/00 87337-01208 2/11/00 3/03/00 17.80 .00 .00 17.80 13
16734 2/11/00 92823-22206 2/11/00 3/03/00 22.16 .00 .00 22.16 13
</TABLE>
<PAGE> 167
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GMA081 GENERAL MOTORS ACCEP CORP 366.28 366.28 .89 .08 .08
.00 100% 0% 0% 8%
809-208-4622 2916-0080 366.28
ACCOUNTS PAYABLE - TRADE 2/28/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16757 2/10/98 199-9840-13635 2/10/00 366.28 .00 .00 366.28 14
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GRA081 GRAINGER 1,648.61 90.00 1,446.25 .80 112.36
.08 5% 88% 0% 7%
2018-0008 1,648.61
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15921 10/28/99 582-0095213 10/28/99 11/27/99 56.18 .00 .00 56.18 119
16222 11/22/99 582-731007-8 11/22/99 12/22/99 56.18 .00 .00 56.18 94
16788 2/01/00 988-697729-8 2/02/98 3/02/98 98.86 .00 .00 90.00 23
16781 1/24/00 218-186129-5 1/24/00 2/23/00 27.00 .00 .00 27.00 31
16782 1/24/00 582-12539-5 1/24/00 2/23/00 1,419.25 .00 .00 1,419.25 31
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GRE081 GREYHOUND PKG EXPRESS 91.20 .00 .00 27.90 63.30
.00 0% 0% 31% 69%
2018-0008 91.20
ACCOUNTS PAYABLE - TRADE 11/30/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15920 10/31/99 64888250 10/31/99 11/30/99 19.48 .00 .00 19.40 116
16223 11/30/99 65084806 11/30/99 12/30/99 27.90 .00 .00 27.90 86
16224 11/15/99 64991522 11/15/99 11/15/99 18.40 .00 .00 18.40 101
16707 1/01/99 65268055 1/01/99 1/31/99 25.50 .00 .00 25.50 419
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
HIL001 HILLSIDE ELECTRONICS CORP 920.76 256.50 556.16 108.10 .00
.00 28% 60% 12% 0%
413-238-5566 2010-0000 920.76
413-238-4297 ACCOUNTS PAYABLE - TRADE 1/25/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16494 12/16/99 30608 12/16/99 1/15/00 108.10 .00 .00 108.10 70
16671 1/03/00 30773 1/03/00 2/02/00 556.16 .00 .00 556.16 52
16783 1/25/00 31093 1/25/00 2/24/00 256.50 .00 .00 256.50 30
</TABLE>
<PAGE> 168
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
IBM001 IBM CORPORATION 200.00 .00 .08 .08 200.00
00 0% 0% 0% 100%
808-283-0987 2010-0088 200.00
ACCOUNTS PAYABLE - TRADE 11/23/98
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12445 11/23/98 DON CESAR CANC 11/23/98 11/23/98 208.00 .00 .00 200.00 458
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
IBM902 IBM NATIONAL A/P CENTER 2,250.00 .00 .08 .08 2,250.00
BOB KORYUS/TMPA .00 8% 0% 0% 180%
800-426-4968 2010-9900 2,250.00
ACCOUNTS PAYABLE - TRADE 8/01/98
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8793 11/14/97 REFUND/CANCEL 11/14/97 11/14/97 2,250.00 .00 .00 2,250.00 832
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ING001 INGRAM MICRO 31,895.33 .00 .00 139.50- 32,034.83
BOB EXT 65029 .00 0% 0% 0% 100%
716-633-3600 2018-0000 31,895.33
ACCOUNTS PAYABLE - TRADE 12/15/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15386 9/21/99 70-78193-21 9/21/99 10/21/99 589.72 .00 .00 509.72 156
15404 9/23/99 70-88248-11 9/23/99 10/23/99 1,624.12 .00 .00 1,624.12 154
15487 9/24/99 70-82001-21 9/24/99 10/24/99 655.00 .00 .00 655.00 153
15488 9/24/99 70-82001-11 9/24/99 10/24/99 737.25 .00 .00 737.25 153
15453 9/21/99 70-78150-21 9/21/99 10/21/99 175.63 .00 .00 175.63 156
15454 9/24/99 70-82040-21 9/24/99 10/24/99 173.52 .00 .00 173.52 153
15478 9/15/99 70-54244-11 9/15/99 10/15/99 1,174.00 .00 .00 1,174.50 162
15677 10/14/99 70-41021-11 10/14/99 11/13/99 817.50 .00 .00 817.50 133
15678 10/14/99 70-48881-21 10/14/99 11/13/99 582.75 .00 .00 582.75 133
15679 10/18/99 70-56392-11 10/18/99 11/17/99 175.43 .00 .00 175.43 129
15680 10/18/99 70-57658-21 10/18/99 11/17/99 3,009.39 .00 .00 3,009.39 129
15874 10/21/99 70-70698-51 10/21/99 11/28/99 817.00 .00 .00 817.00 126
15875 10/21/99 70-70698-41 10/21/99 11/28/99 462.98 .00 .00 462.90 126
15876 10/22/99 70-70698-22 10/22/99 11/21/99 3.74 .00 .00 3.74 125
15877 10/21/99 70-78698-21 10/21/99 11/28/99 5,820.13 .00 .00 5,820.13 126
15878 10/22/99 70-70698-31 10/22/99 11/21/99 311.50 .00 .00 311.59 125
15879 10/22/99 70-70698-11 10/22/99 11/22/99 1,654.50 .00 .00 1,654.50 125
15880 10/21/99 70-70736-21 10/21/99 11/28/99 218.00 .00 .00 218.00 126
15909 10/25/99 70-71687-21 10/25/99 11/24/99 676.71 .00 .00 676.71 122
15810 10/21/99 70-66842-11 10/21/99 11/20/99 394.71 .00 .00 384.71 126
</TABLE>
<PAGE> 169
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15911 10/26/99 70-81253-11 10/26/99 11/25/99 151.00 .00 .00 151.00 121
15912 10/26/99 70-81107-21 10/26/99 11/25/99 1,578.48 .00 .00 1,578.48 121
15913 10/26/99 70-81779-11 10/26/99 11/25/99 292.09 .00 .00 292.09 121
15914 11/03/99 70-87694-11 11/03/99 11/03/99 151.08- .00 .00 151.08- 113
15915 10/02/99 70-87931-11 10/02/99 10/02/99 362.00- .00 .00 362.08- 145
16011 10/14/99 70-40567-21 10/14/99 11/13/99 595.64 .00 .00 595.64 133
16012 10/14/99 70-40741-21 10/14/99 11/13/99 384.23 .00 .00 384.23 133
16013 10/14/99 70-40567-11 10/14/99 11/13/99 758.00 .00 .00 758.00 133
16034 10/26/99 70-84047-11 10/26/99 11/25/99 363.99 .00 .00 363.99 121
16035 10/26/99 70-84092-11 10/26/99 11/25/99 750.51 .00 .00 750.51 121
16036 10/26/99 70-83273-21 10/26/99 11/25/99 3,912.20 .00 .00 3,912.20 121
16037 10/18/99 70-56387-21 10/18/99 11/17/99 496.87 .00 .00 496.87 129
16038 10/27/99 70-85580-11 10/27/99 11/26/99 329.32 .00 .00 329.32 120
16839 10/14/99 70-45840-21 10/14/99 11/13/99 174.97 .00 .00 174.97 133
16040 10/88/99 70-30347-21 10/08/99 11/07/99 2,856.53 .00 .00 2,856.53 139
16512 12/15/99 70-32056-11 12/15/99 12/15/99 139.50- .00 .00 139.50- 71
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INS001 INSURANCE OFFICE AMERICA 23,431.13 4,523.13 .00 .00 18,908.00
SHELLEY X4169 .00 19% 0% 0% 81%
407-788-3000 2010-0000 23,431.13
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15028 8/01/99 MC1077163842 8/01/99 8/01/99 2,710.00 2,000.00 .00 718.00 207
15033 9/01/99 MC1077163042 9/01/99 9/01/99 2,710.00 .00 .00 1,710.00 176
15834 9/01/99 1073725608 9/01/99 9/01/99 3,356.00 .00 .00 3,356.00 176
15311 10/01/99 MC1077163042 10/01/99 10/31/99 2,710.00 .00 .00 2,710.00 146
15312 10/01/99 1073725608 10/01/99 10/31/99 3,356.00 .00 .00 3,356.00 146
16032 11/01/99 MC1077163042 11/01/99 11/01/99 2,710.00 .00 .00 2,710.08 115
16033 11/01/99 1073725608 11/01/99 11/01/99 3,356.00 .00 .00 3,356.00 115
16712 2/01/00 1073725688 2/01/00 2/01/00 4,523.13 .00 .00 4,523.13 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ITP002 I.T. PRODUCTS, INC 588.00 210.00 378.00 .00 .00
.00 36% 64% 0% 0%
407-339-8585 2010-0000 588.00
ACCOUNTS PAYABLE - TRADE 1/27/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16672 1/14/00 2804 1/14/00 2/13/99 42.00 .00 .00 42.80 41
16796 1/18/00 2815 1/18/00 2/17/00 126.00 .00 .00 126.00 37
16822 1/27/00 2881 1/27.00 2/26/00 210.00 .00 .00 210.00 28
</TABLE>
<PAGE> 170
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-0 Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Vchr-0 Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
16823 1/05/00 2765 1/05/00 02/04/00 210.00 .00 .00 210.00 50
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JAT001 JATRON CORPORATION 1,145.00 .00 1,025.00 .00 120.00
.00 0 % 90 % 0 % 10 %
407-678-7111 2010-0880 1,145.00
ACCOUNTS PAYABLE - TRADE 1/24/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16083 10/20/99 7105 10/20/99 10/20/99 120.00 .00 .00 120.00 127
16814 1/24/00 7164 1/24/00 2/23/00 1,025.00 .00 .00 1,025.00 31
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
JBA001 HALL-MARK GLOBAL SOL 56,338.21 2,376.96 38,757.38 4,937.37 10,266.50
MAJORIE x3301 .00 4 % 69 % 9 % 18 %
888-522-1647 2010-0900 56,338.21
800-522-1647 ACCOUNTS PAYABLE - TRADE 2/10/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15935 10/21/99 5025074 10/21/99 11/20/99 9,460.50 .00 .00 9,468.50 126
16227 11/19/99 5026005 11/19/99 12/19/99 806.00 .00 .00 806.00 97
16551 12/01/99 69541849 10/8 12/01/99 12/31/99 211.37 .00 .00 211.37 85
16552 12/08/99 5026427 12/08/99 1/07/00 806.00 .00 .00 806.00 78
16553 12/23/99 5027241 12/23/99 1/22/00 3,920.00 .00 .00 3,920.00 63
16554 12/27/99 5027299 12/27/99 12/27/99 7,479.50 .00 .00 7,479.50 59
16555 12/27/99 78341076 12/27/99 1/26/00 483.97 .00 .00 483.97 59
16556 12/27/99 78341079 12/27/99 1/26/00 796.11 .00 .00 796.11 59
16557 12/30/99 70389093 12/30/99 1/29/00 6,668.33 .00 .00 6,668.33 56
16558 12/30/99 78398317 12/30/99 1/29/00 6,318.76 .00 .00 6,318.76 56
16727 1/20/00 78647273 1/20/00 2/19/00 1,827.88 .00 .00 1,827.88 35
16728 1/20/00 78647274 1/20/00 2/19/00 299.03 .00 .00 299.03 35
16729 1/19/00 78628041 1/19/00 2/18/00 11,941.10 .00 .00 11,941.10 36
16762 2/09/00 70912182 2/09/00 3/10/00 1,863.96 .00 .00 1,863.96 15
16763 1/24/00 70686869 1/24/00 2/23/00 2,042.70 .00 .00 2,042.70 31
16797 1/10/00 5027695 1/10/00 2/09/00 980.00 .00 .00 980.00 45
16982 2/10/00 70931826 2/10/00 3/11/00 513.00 .00 .00 513.00 14
</TABLE>
<PAGE> 171
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JOH002 GARY JOHNSON 2,460.00 2,460 .00 .00 .00
.00 100% 0% 0% 0%
2010-0000 2,460.00
ACCOUNTS PAYABLE - TRADE 1/25/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16755 1/25/00 50907 1/25/00 1/25/00 2,460.00 .00 .00 2,460.00 30
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
LIN001 LINDER AIR CONDITIONING 252.40 .00 .00 .00 252.40
.00 0% 0% 0% 100%
407-671-2212 2010-0000 252.40
ACCOUNTS PAYABLE - TRADE 6/11/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14631 6/11/99 26862 6/11/99 6/11/99 164.40 .00 .00 164.40 258
14632 6/10/99 26861 6/10/99 6/10/99 88.00 .00 .00 88.00 259
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MAL001 MIKE MALATESTA 1,080.00 .00 .00 1,080.00 .00
.00 0% 0% 100% 0%
407-332-1555 2010-0000 1,080.00
ACCOUNTS PAYABLE - TRADE 12/01/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16547 12/01/99 COMMISSION/JULY 12/01/99 12/01/99 1,455.75 455.75 .00 .00 85
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MED001 MEDICAL OFFICE SYSTEMS 1,348.38 1,072.97 275.41 .00 .00
SUE BERGSTRESSE .00 80% 20% 0% 0%
407-862-9100 2010-0000 1,348.38
ACCOUNTS PAYABLE - TRADE 1/26/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16715 1/26/00 9385 1/26/00 2/25/00 318.82 .00 .00 318.02 29
16716 1/26/00 9384 1/26/00 2/25/00 754.95 .00 .00 754.95 29
16752 1/21/00 9342 1/21/00 2/20/00 275.41 .00 .00 275.41 34
</TABLE>
<PAGE> 172
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MID002 MID STATE FIRE EQUIPMENT 34.18 .00 .00 .00 34.18
.00 8 % 8 % 8 % 100 %
407-246-8855 2010-0000 34.18
ACCIYBTS OATABKE - TRADE 11/08/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16198 11/08/99 22407 11/08/99 11/08/99 34.18 .00 .00 34.18 108
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MOB002 MOBIL FONE 45.88 115.46- .00 86.78 74.56
.00 252 -% 8 % 189 % 163 %
800-373-8826 2010-0000 45.88
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15988 11/01/99 4020121 11/01/99 11/01/99 74.56 .00 .00 74.56 115
16538 12/01/99 4020121 12/01/99 12/01/99 86.78 .00 .00 86.78 85
16711 2/01/00 4020121 2/01/00 2/01/00 115.46- .00 .00 115.46 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
NAT003 BANK OF AMERICA 3,205.51 64.95 154.16 68.99 2,917.41
.00 2 % 5 % 2 % 91 %
800-538-8788 2010-0000 3,205.51
ACCOUNTS PAYABLE - TRADE 2/04/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13424 2/04/99 461691075090028 2/04/99 2/24/99 1,162.74 .00 .00 1,162.76 385
13646 3/04/99 461691075090028 3/04/99 3/04/99 314.32 .00 .00 314.32 357
14038 4/04/99 461691075090028 4/04/99 4/04/99 593.94 .00 .00 593.94 326
14494 6/04/99 461691075090028 6/04/99 6/29/99 214.50 .00 .00 214.50 265
14821 7/04/99 461691075090028 7/04/99 7/04/99 253.69 .00 .00 253.69 235
15053 8/04/99 461691075090028 8/04/99 8/04/99 75.51 .00 .00 75.51 284
15327 9/04/99 461691075090028 9/04/99 9/04/99 100.68 .00 .00 100.68 173
15881 10/04/99 461691075090028 10/04/99 10/04/99 88.58 .00 .00 99.58 143
16197 11/04/99 461691075090028 11/04/99 11/04/99 102.45 .00 .00 102.45 112
16586 12/04/99 461691075090028 12/04/99 12/04/99 68.99 .00 .00 68.99 82
16700 1/04/00 461691075090028 1/04/00 1/04/00 154.16 .00 .00 154.16 51
16702 2/04/00 461691075090028 2/04/00 2/04/00 64.95 .00 .00 64.95 28
</TABLE>
<PAGE> 173
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NAT004 NATIONSBANK, N.A. 1,513.75 826.82 .00 .00 686.93
.00 55% 0% 0% 45%
808-299-2265 2010-0000 1,513.75
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14278 5/04/99 461691075090828 5/04/99 5/29/99 686.93 .00 .00 686.93 296
16744 2/01/00 3650907860703 2/01/00 2/01/00 413.41 .00 .00 413.41 23
16745 2/01/00 3650907852632 2/01/00 2/10/00 413.41 .00 .00 413.41 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
NET003 NETVISION INTERNATIONAL 800.00 .00 .00 .00 800.00
.00 0% 0% 0% 100%
407-682-0912 2010-0000 800.00
ACCOUNTS PAYABLE - TRADE 10/09/98
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11714 9/25/98 5981 9/25/98 10/25/98 400.80 .00 .00 400.80 517
11870 10/09/98 5984 10/09/98 11/08/98 400.80 .00 .00 400.80 583
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
NET004 NETWORK ELECTRICAL SYSTEM 188.00 .00 188.00 .00 .00
.00 0% 100% 0% 0%
407-324-0060 2010-0000 188.00
ACCOUNTS PAYABLE - TRADE 1/12/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16701 1/12/00 1015 1/12/00 1/12/00 188.00 .00 .00 188.00 43
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
NEX001 NEXTEL COMMUNICATIONS 433.76 .00 433.76 .00 .00
.00 0% 100% 0% 0%
800-639-6111 2010-0000 433.76
ACCOUNTS PAYABLE - TRADE 1/09/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16754 1/09/00 0002070969-7 1/09/00 1/09/00 433.76 .00 .00 433.76 46
</TABLE>
<PAGE> 174
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PAG001 PAGNET OF ORLANDO, INC 1,805.57 820.41 .00 583.23 481.93
PETER X529 .00 45% 0% 28% 27%
407-649-8007 2010-0000 1,805.57
ACCOUNTS PAYABLE - TRADE 1/25/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15990 11/01/99 051-216328 11/01/99 11/01/99 481.93 .00 .00 481.93 115
16585 12/01/99 051-235169 12/01/99 12/01/99 503.23 .00 .00 503.23 85
16690 1/25/00 000565594 1/25/00 1/25/00 820.41 .00 .00 820.41 30
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PAR002 PARAGON COMPUTER SVSC INC 890.99 .00 134.50 331.50 424.99
.00 0% 15% 37% 48%
904-479-8855 2010-0000 890.99
ACCOUNTS PAYABLE - TRADE 1/04/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15305 9/24/99 990857 9/24/99 9/24/99 380.99 .00 .00 380.99 153
16189 11/25/99 990131 11/25/99 11/25/99 124.00 .00 .00 124.00 91
16534 12/20/99 990177 12/20/99 12/20/99 65.00 .00 .00 65.00 66
16535 12/20/99 990178 12/20/99 12/20/99 135.50 .00 .00 135.50 66
16536 12/20/99 990179 12/20/99 12/20/99 131.00 .00 .00 131.00 66
16673 1/04/00 000001 1/04/00 2/03/00 134.50 .00 .00 134.50 51
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PCL001 PC LANVAD OF ORLANDO INC 5,856.00 .00 .00 .00 5,856.00
.00 0% 0% 0% 100%
407-339-4750 2010-0000 5,856.00
407-339-5221 ACCOUNTS PAYABLE - TRADE 2/11/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16025 10/27/99 20447 10/27/99 11/16/99 2,661.00 .00 .00 2,661.00 120
16026 10/26/99 20429 10/26/99 11/15/99 209.00 .00 .00 209.00 121
16027 10/29/99 20488 10/29/99 11/18/99 51.00 .00 .00 51.00 118
16028 10/26/99 20428 10/26/99 11/15/99 169.00 .00 .00 169.00 121
16029 10/25/99 20488 10/25/99 11/14/99 292.00 .00 .00 292.00 122
16030 10/22/99 20393 10/22/99 11/11/99 1,636.00 .00 .00 1,636.00 125
16031 10/22/99 20394 10/22/99 11/11/99 838.00 .00 .00 838.00 125
</TABLE>
<PAGE> 175
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PCS001 PC SERVICE SOURCE 5,952.13 445.14 1,969.41 1,369.93 2,167.65
ANN X4845 ACCOUNTS PAYABLE - TRADE .00 7% 33% 23% 36%
800-727-2787 2010-0000 5,952.13
X4124 ACCOUNTS PAYABLE - TRADE 2/21/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16228 11/10/99 6247984 11/10/99 12/10/99 77.99 .00 .00 77.99 106
16229 11/20/99 6313700 11/20/99 12/20/99 900.00 .00 .00 900.00 96
16230 11/12/99 6266986 11/12/99 12/12/99 146.93 .00 .00 146.93 104
16231 11/18/99 6298697 11/18/99 12/18/99 30.85 .00 .00 30.85 98
16232 11/18/99 6299740 11/18/99 12/18/99 61.96 .00 .00 61.96 98
16233 11/19/99 6305188 11/19/99 12/19/99 108.45 .00 .00 108.45 97
16234 11/18/99 6291454 11/18/99 12/18/99 42.21 .00 .00 42.21 98
16235 11/19/99 6303589 11/19/99 12/19/99 151.90 .00 .00 151.90 97
16236 11/23/99 6331348 11/23/99 12/23/99 176.65 .00 .00 176.65 93
16237 11/20/99 6315201 11/20/99 12/20/99 101.10 .00 .00 101.10 96
16238 11/24/99 6336749 11/24/99 12/24/99 27.10 .00 .00 27.10 92
16239 11/23/99 6328742 11/23/99 12/23/99 225.70 .00 .00 225.70 93
16240 11/30/99 6371724 11/30/99 12/30/99 165.00 .00 .00 165.00 86
16241 11/25/99 6345559 11/25/99 12/25/99 36.40 .00 .00 36.48 91
16242 11/25/99 6345500 11/25/99 12/25/99 80.41 .00 .00 80.41 91
16243 11/29/99 6365823 11/29/99 12/29/99 107.65 .00 .00 107.65 87
16244 11/30/99 6370440 11/30/99 12/30/99 18.94 .00 .00 18.94 86
16245 12/02/99 6385459 12/02/99 1/01/00 75.00 .00 .00 75.00 84
16246 12/02/99 6381764 12/02/99 1/01/00 119.40 .00 .00 119.40 84
16247 12/02/99 6381748 12/02/99 1/01/00 31.23 .00 .00 31.23 84
16495 12/07/99 6411998 12/07/99 1/06/00 204.55 .00 .00 204.55 79
16496 12/09/99 6427549 12/09/99 1/08/00 55.90 .00 .00 55.90 77
16497 12/09/99 6426653 12/09/99 1/08/00 72.23 .00 .00 72.23 77
16498 12/14/99 6439524 12/14/99 1/13/00 48.98 .00 .00 48.98 72
16499 12/14/99 6448542 12/14/99 1/13/00 141.52 .00 .00 141.52 72
16500 12/14/99 6442185 12/14/99 1/13/00 12.45 .00 .00 12.45 72
16501 12/14/99 6449213 12/14/99 1/13/00 15.00 .00 .00 15.00 72
16502 12/14/99 6450949 12/14/99 1/13/00 60.00- .00 .00 60.00- 72
16503 12/16/99 6459111 12/16/99 1/15/00 3.95 .00 .00 3.95 70
16504 12/27/99 6501213 12/27/99 1/26/00 184.55 .00 .00 184.55 59
16505 12/08/99 6423195 12/08/99 1/07/00 47.23 .00 .00 47.23 78
16506 12/08/99 6414148 12/08/99 1/07/00 23.70 .00 .00 23.70 78
16507 12/08/99 6412649 12/08/99 1/07/00 45.40 .00 .00 45.40 78
16508 12/28/99 6475706 12/20/99 1/19/00 30.20 .00 .00 30.20 66
16509 12/10/99 6435535 12/10/99 1/09/00 32.10 .00 .00 32.10 76
16524 12/09/99 6425277 12/09/99 1/08/00 179.50 .00 .00 179.50 77
16528 12/29/99 6513154 12/29/99 1/28/00 37.86 .00 .00 37.86 57
16560 1/14/99 6593899 1/14/00 2/13/00 85.13 .00 .00 85.13 41
</TABLE>
<PAGE> 176
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16659 1/14/00 6588121 1/14/00 2/13/00 280.00- .00 .00 280.00- 41
16674 1/04/00 6533925 1/04/00 2/03/00 35.58 .00 .00 35.50 51
16675 1/05/00 6541720 1/05/00 2/04/00 66.00 .00 .00 66.00 50
16676 1/05/00 6541725 1/05/00 2/04/00 30.70 .00 .00 38.70 50
16677 1/06/00 6542955 1/06/00 2/05/00 149.75 .00 .00 149.75 49
16678 1/06/00 6546737 1/06/00 2/05/00 80.95 .00 .00 88.95 49
16679 1/06/00 6546710 1/06/00 2/05/00 30.70 .00 .00 30.70 49
16680 1/10/00 6560766 1/10/00 2/09/00 26.65 .00 .00 26.65 45
16681 1/12/00 6575510 1/12/00 2/11/00 46.65 .00 .00 46.65 43
16682 1/19/00 6611606 1/19/00 2/18/00 29.73 .00 .00 29.73 36
16683 1/19/00 6615714 1/19/00 2/18/00 134.75 .00 .00 134.75 36
16684 1/20/00 6618334 1/20/00 2/19/00 115.00 .00 .00 115.00 35
16685 1/21/00 6625971 1/21/00 2/28/00 230.00 .00 .00 238.00 34
16686 1/20/00 6619587 1/20/00 2/19/00 78.93 .00 .00 78.93 35
16717 1/10/00 6562451 1/10/00 2/09/00 69.83 .00 .00 69.03 45
16803 2/07/00 6710784 2/07/00 3/08/00 26.54 .00 .00 26.54 17
16804 2/10/00 6731082 2/10/00 3/11/00 20.00 .00 .00 20.00 14
16805 2/11/00 6743710 2/11/00 3/12/00 184.00 .00 .00 104.00 13
16806 2/08/00 6718553 2/08/00 3/09/00 30.52 .00 .00 30.52 16
16807 2/08/00 6717735 2/08/00 3/09/00 56.75 .00 .00 56.75 16
16808 2/02/00 6679808 2/02/00 3/03/00 11.95 .00 .00 11.95 22
16809 2/04/00 6694982 2/04/00 3/05/00 41.00 .00 .00 41.00 20
16810 1/27/00 6656625 1/27/00 2/26/00 254.00 .00 .00 254.00 28
16811 1/27/00 6658257 1/27/00 2/26/00 61.00 .00 .00 61.00 28
16812 1/21/00 6626668 1/21/00 2/20/00 107.05 .00 .00 107.05 34
16813 1/20/00 6619470 1/28/00 2/19/00 112.23 .00 .00 112.23 35
16815 1/07/00 6554967 1/07/00 2/06/00 280.80 .00 .00 280.08 48
16816 1/26/00 6643426 1/26/00 2/25/00 115.00- .00 .00 115.00- 29
16817 1/28/00 6660827 1/28/00 2/27/00 115.08- .00 .00 115.08- 27
16828 1/13/00 6577926 1/13/00 2/12/00 338.00 .00 .00 338.00 42
17018 2/21/00 146297 10/28/99 2/21/00 2/21/00 55.00- .00 .00 55.00- 3
17019 2/21/00 6238224 11/6/99 2/21/00 2/21/00 103.44 .00 .00 103.44 3
17020 2/21/00 168298 11/29/99 2/21/00 2/21/00 20.00- .00 .00 20.00- 3
17021 2/21/00 6458308 12/15/99 2/21/00 2/21/00 73.08 .00 .00 73.08 3
17022 2/21/00 6465387 12/17/99 2/21/00 2/21/00 71.66- .00 .00 71.66 3
17023 2/21/00 6471577 12/18/99 2/21/00 2/21/00 112.60 .00 .00 112.60 3
17024 2/21/00 6514656 12/29/99 2/21/00 2/21/00 73.00- .00 .00 73.00- 3
17025 1/13/00 184104CM 1/13/00 1/13/00 19.75 .00 .00 19.75- 42
</TABLE>
<PAGE> 177
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PIT001 PBCC 654.99 .00 24.38 630.61 .00
BARBARA .00 0% 4% 96% 0%
880-572-6599 2010-0000 654.99
800-522-0020 ACCOUNTS PAYABLE - TRADE 1/24/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16533 12/24/99 0984062-DC99 12/24/99 12/24/99 527.15 .00 .00 527.15 62
16594 12/24/99 EQUIPMENT TAX 12/24/99 12/24/99 103.46 .00 .00 103.46 62
16966 2/19/00 0984062 1/24/00 1/24/00 24.38 .00 .00 24.38 31
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PRE008 PRE-PAID LEGAL SERVICES 119.60 .00 59.80 59.80 .00
.00 0% 50% 50% 0%
800-654-7757 2010-0000 119.68
ACCOUNTS PAYABLE - TRADE 1/15/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16532 12/15/99 27828 12/15/99 12/15/99 59.88 .00 .00 59.88 71
16979 2/19/00 27828 1/15/00 1/15/00 59.88 .00 .00 59.80 40
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PRO004 PROTECTION ONE SECURITY 69.82 34.91 34.91 .00 .00
.00 50% 50% 0% 0%
2010-0000 69.82
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16964 1/01/00 0021301105 1/01/00 1/01/00 34.91 .00 .00 34.91 54
16965 2/01/00 0021301105 2/01/00 2/01/00 34.91 .00 .00 34.91 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PRO005 PRODUCTIVITY POINT INT'L 845.00 .00 845.00 .00 .00
.00 0% 100% 0% 0%
919-326-6336 2010-0000 845.00
ACCOUNTS PAYABLE - TRADE 1/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16824 1/01/00 202256 8/10/98 1/01/00 1/01/00 845.80 .00 .00 845.00 54
</TABLE>
<PAGE> 178
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
QUA801 QUANTUM MECHANICS INC 3,619.00 .00 1,428.00 696.00 1,495.00
.00 0% 0% 0% 41%
801-521-8411 2010-0000 3,619.00
ACCOUNTS PAYABLE - TRADE 1/07/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16817 10/28/99 23287 10/28/99 11/27/99 933.00 .00 .00 933.00 119
16248 11/10/99 23431 12/10/99 12/10/99 562.00 .00 .00 562.00 106
16570 12/08/99 23717 12/08/99 1/07/00 696.00 .00 .00 696.00 78
16802 1/07/00 24038 1/07/00 2/06/00 1,428.00 .00 .00 1,428.00 48
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RH1001 RHI CONSULTING 5,250.00 .00 .00 .00 5,250.00
.00 0% 0% 0% 100%
800-533-8435 2010-0000 5,250.00
ACCOUNTS PAYABLE - TRADE 1/06/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15410 9/10/99 00955413 9/01/99 9/01/99 5,258.00 .00 .00 5,250.00 176
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ROM801 ROMAC INTERNATIONAL 198.00 .00 .00 198.00 .00
.00 0% 0% 100% 0%
813-287-8876 2010-0000 198.00
ACCOUNTS PAYABLE - TRADE 12/14/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16564 12/14/99 80000627 12/14/99 12/14/99 99.00 .00 .00 99.00 72
16565 12/14/99 00006273 12/14/99 12/14/99 99.00 .00 .00 99.00 72
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SBD801 S B DATA SYSTEMS INC 559.50 .00 .00 .00 559.50
JEANNIE 40 .00 0% 0% 0% 100%
407-788-7744 2010-0000 559.50
407-788-7762 ACCOUNTS PAYABLE 2/28/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13191 1/01/99 3257 12/31 1/01/99 1/31/99 379.50 .00 .00 379.50 419
13192 1/27/99 3324 1/27/99 2/26/99 135.00 .00 .00 135.00 393
13446 2/28/99 3359 2/28/99 3/30/99 45.00 .00 .00 45.00 361
</TABLE>
<PAGE> 179
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SCO001 SCO WORLD 1,800.00 1,800.00 .00 .00 .00
.00 100% 0% 0% 0%
2010-0000 1,800.00
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16967 2/19/00 QUOTE #427536 2/01/00 2/01/00 1,800.00 .00 .00 1,800.00 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SLA001 SLAYTON, INC 1,367.50 .00 .00 .00 1,367.50
JUNE .00 0% 0% 0% 100%
704-596-7770 2010-0000 1,367.50
ACCOUNTS PAYABLE - TRADE 9/29/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15426 9/29/99 161250 9/29/99 9/29/99 282.50 .00 .00 282.50 148
15427 9/29/99 160977 9/29/99 9/29/99 300.00 .00 .00 300.00 148
15428 9/29/99 160849 9/29/99 9/29/99 425.00 .00 .00 425.00 148
15429 9/29/99 168841 9/29/99 9/29/99 330.00 .00 .00 330.00 148
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SMI002 SMITH, MOSES, MORRIS & ASSC 1,484.00 1,484.00 .00 .00 .00
TED/SIMONE .00 100% 0% 0% 0%
954-765-1006 2010-0000 1,484.00
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16743 2/01/00 FEB RENT 2/01/00 2/01/00 1,484.00 .00 .00 1,484.00 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SPE002 SPECTRUM COMPUTER INC 1,703.35 410.50 531.95 760.90 .00
LORI .00 24% 31% 45% 0%
412-784-8600 2010-0000 1,703,35
412-784-6609 ACCOUNTS PAYABLE - TRADE 1/27/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16251 12/02/99 17310 12/02/99 12/02/99 469.00 .00 .00 469.00 84
16510 12/07/99 17376 12/07/99 1/06/00 341.90 .00 .00 341.00 79
16511 12/24/99 17502 12/24/99 1/23/00 50.00- .00 .00 50.00- 62
16593 12/28/99 17636 12/28/99 12/28/99 289.40 .00 .00 289.40 58
16799 1/27/00 17979 1/27/00 1/27/00 337.75 .00 .00 337.75 28
16808 1/27/00 17978 1/27/00 1/27/00 72.75 .00 .00 72.75 28
16801 1/04/00 17684 1/04/00 1/04/00 242.55 .00 .00 242.55 51
</TABLE>
<PAGE> 180
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SPR081 SPRINT 857.36 .00 857.36 .00 .00
.00 9% 100% 0% 0%
800-339-1811 2010-0880 857.36
ACCOUNTS PAYABLE - TRADE 1/22/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16691 1/22/00 407-869-4579 1/22/00 2/11/00 76.84 .00 .00 76.84 33
16692 1/22/00 407-869-5931 1/22/00 2/11/00 780.52 .00 .00 780.52 33
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SSSI601 SOFTWARE SOLUTIONS INC 10,516.59 .00 .00 .00 10,516.59
SUE EXT 1 .00 0% 0% 0% 100%
770-418-2000 2010-0880 10,516.59
ACCOUNTS PAYABLE - TRADE 6/01/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12880 12/30/98 SEPT COMMISSION 12/30/98 12/30/98 4,185.84 .00 .00 4,185.84 421
13200 1/01/99 MERCH BAKERY 1/01/99 1/01/99 840.78 .00 .00 840.78 419
13201 1/01/99 O & O THERMAL 1/01/99 1/01/99 149.50 .00 .00 149.50 419
13537 3/01/99 JAM COMMISSIONS 3/01/99 3/01/99 915.20 .00 .00 915.20 360
14052 4/01/99 SALES COMMISSION 4/01/99 4/01/99 2,504.27 .00 .00 2,504.27 329
14622 6/01/99 APR COMMISSIONS 6/01/99 6/01/99 1,921.00 .00 .00 1,921.00 268
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
STO003 STORAGE USA - PALISADES 177.73 177.73 .00 .00 .00
.00 100% 0% 0% 0%
205-802-7867 2010-0880 177.73
ACCOUNTS PAYABLE - TRADE 3/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16973 2/19/00 UNIT C089 2/01/00 2/01/00 177.73 .00 .00 177.73 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
STO004 STONESOFT OYJ 13,859.00 266.00 .00 .00 12,793.00
.00 2% 0% 0% 98%
350-947-6711 2010-0880 13,859.00
ACCOUNTS PAYABLE - TRADE 1/31/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16282 11/01/99 00291500 10/28 11/01/99 11/29/99 12,232.00 .00 .00 12,232.00 115
16283 11/01/99 00291620 10/31 11/01/99 12/20/99 561.00 .00 .00 561.00 115
16798 1/31/00 00160137 1/31/00 3/03/00 266.00 .00 .00 266.00 24
</TABLE>
<PAGE> 181
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SUP001 SUPPORT NETWORK 575.00 115.00 115.00 .00 345.00
.00 20% 20% 0% 60%
805-527-5476 2010-0000 575.00
805-527-8097 ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15416 9/06/99 8553 9/06/99 9/16/99 115.00 .00 .00 115.00 171
15430 10/04/99 8657 10/04/99 11/03/99 115.00 .00 .00 115.00 143
15996 11/01/99 8757 11/01/99 11/01/99 115.00 .00 .00 115.00 115
16660 1/03/00 8948 1/13/00 1/13/00 115.00 .00 .00 115.00 52
16713 2/01/00 9838 2/01/00 2/01/00 115.00 .00 .00 115.00 23
<CAPTION>
407-422-0907 ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16693 2/01/00 C44089 2/01/00 2/01/00 107.99 .00 .00 107.99 23
16753 1/01/00 C44809 1/01/00 1/01/00 104.34 .00 .00 104.34 54
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
THI881 THIRD SOURCE COMPUTERS 1,256.00 .00 .00 1,256 .00
KERRY-CLEAVINGR .00 0% 0% 100% 0%
972-578-7001 2010-0000 1,256.00
ACCOUNTS PAYABLE - TRADE 12/10/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16523 12/10/99 005444 12/10/99 1/09/00 1,256.00 .00 .00 1,256.00 76
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
TRI083 TRICOM BUSINESS SYSTEMS 296.93 .00 .00 296.93 .00
RICHARD PYLE .00 0% 0% 100 % 0%
800-367-2762 2010-8800 296.93
216-398-8885 ACCOUNTS PAYABLE - TRADE 12/22/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16595 12/22/99 54767 8/13/99 12/22/90 12/22/99 296.93 .00 .00 296.93 64
</TABLE>
<PAGE> 182
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
TTI001 TTI NATIONAL INC 5,658.24 2,678.52 2,979.72 .00 .00
BILLINGS .00 47% 53% 8% 8%
808-724-5958 2010-0000 5,658.24
ACCOUNTS PAYABLE - TRADE 2/08/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16957 1/01/00 9002290430 1/01/00 1/01/00 2,979.72 .00 .00 2,979.72 54
16958 2/01/00 9002290430 2/01/00 2/01/00 2,678.52 .00 .00 2,678.52 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
UHUM001 UHUM LIFE INS CO 714.88 393.12 321.76 .00 .00
.00 55% 45% 0% 0%
2010-0000 714.88
407-862-5900 ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16955 1/01/00 0022884 1/01/00 1/01/00 321.76 .00 .00 321.76 54
16956 2/01/00 0022884 2/01/00 2/01/00 393.12 .00 .00 393.12 23
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
UPS001 UNITED PARCEL SERVICE 2,048.71 422.95 756.42 861.35 7.99
TONYA .00 21% 37% 42% 0%
407-438-4320 2010-0000 2,048.71
ACCOUNTS PAYABLE - TRADE 2/05/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15138 8/21/99 19W334-349 8/21/99 8/21/99 7.99 .00 .00 7.99 187
16581 12/18/99 48658W-519 12/18/99 12/18/99 597.88 .00 .00 597.88 68
16582 12/25/99 48658W-529 12/25/99 12/25/99 263.47 .00 .00 263.47 61
16735 1/29/00 48658W-058 1/29/00 1/29/00 285.64 .00 .00 205.64 26
16736 1/22/00 48658W-040 1/22/00 1/22/00 136.58 .00 .00 136.58 33
16737 1/15/00 48658W-030 1/15/00 1/15/00 233.13 .00 .00 233.13 40
16738 1/08/00 48658W-020 1/08/00 1/08/00 252.02 .00 .00 252.02 47
16949 2/05/00 48658W-060 2/05/00 2/05/00 217.31 .00 .00 217.31 19
16960 1/01/00 48658W-010 1/01/00 1/01/00 134.69 .00 .00 134.69 54
</TABLE>
<PAGE> 183
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
UPS002 UNITED PARCEL SERVICE 174.57 .00 70.16 104.41 .00
.00 0% 40% 60% 0%
502-485-2222 2010-0808 174.57
ACCOUNTS PAYABLE - TRADE 1/15/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16584 12/10/99 498XO-519 12/18/99 12/18/99 104.41 .00 .00 104.41 68
16739 1/15/00 48XO-030 1/15/00 1/15/00 70.16 .00 .00 70.16 40
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
UPS003 UNITED PARCEL SERVICE 74.48 .00 .00 34.00 40.48
.00 0% 0% 46% 54%
800-742-5877 2010-0000 74.48
ACCOUNTS PAYABLE - TRADE 12/04/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14754 7/10/99 19W334-289 7/10/99 7/10/99 5.92 .00 .00 5.92 229
14876 7/24/99 19W334-309 7/24/99 7/24/99 4.94 .00 .00 4.94 215
14877 7/17/99 19W334-299 7/17/99 7/17/99 5.95 .00 .00 5.95 222
15137 8/07/99 19W334-329 8/07/99 8/07/99 28.41 .00 .00 28.41 201
15139 8/14/99 19W334-339 8/14/99 8/14/99 4.74- .00 .00 4.74- 194
16583 12/04/99 19W334-499 12/04/99 12/04/99 34.00 .00 .00 34.00 82
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
VAL001 RAY VALDES, SEN CTY TAX 979.17 .00 979.17 .00 .00
EXT 7638 .00 0% 100% 0% 0%
407-321-1130 2010-0000 979.17
ACCOUNTS PAYABLE - TRADE 1/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16186 1/01/00 '99 TANG PP TAX 1/01/00 1/01/00 979.17 .00 .00 979.17 54
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
VES001 VESTAL & WILER 4,656.00 .00 .00 .00 4,656.00
TONYA KELLEY .00 0% 0% 0% 100%
407-843-4433 2010-0880 4,656.00
407-841-6694 ACCOUNTS PAYABLE - TRADE 6/22/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12745 12/21/98 5605 12/21/98 1/20/99 175.00 .00 .00 175.00 430
12895 12/01/98 5531 11/30 12/01/98 12/01/98 800.00 480.00 .00 400.00 450
13593 3/01/99 6021 3/01/00 3/31/99 75.00 .00 .00 75.00 360
14225 5/04/99 6328 5/04/99 5/04/99 955.00 .00 .00 955.00 296
14499 6/22/99 7000 6/22/99 6/22/99 3,051.00 .00 .00 3,051.00 247
</TABLE>
<PAGE> 184
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W&R001 W & R INVESTMENTS 85,693.66 10,854.51 11,553.82 .00 63,285.33
.00 13% 13% 0% 74%
869-0480 2010-0080 85,693.66
ACCOUNTS PAYABLE - TRADE 2/24/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9318 1/23/98 LEASE 0198 1/23/98 1/23/98 2,244.02 .00 .00 2,244.02 762
9647 2/28/98 LEASE 0298 2/28/98 2/28/98 2,244.02 .00 .00 2,244.02 726
10338 5/11/98 LEASE 0398 5/11/98 5/11/98 2,244.02 .00 .00 2,244.02 654
10339 5/11/98 LEASE 0498 5/11/98 5/11/98 2,244.02 .00 .00 2,244.02 654
10690 6/12/98 MISC 0698 6/12/98 7/12/98 1,450.00 725.00 .00 725.00 622
10721 6/11/98 LEASE 0598 6/11/98 7/11/98 2,244.02 .00 .00 2,244.02 623
10791 7/14/98 LEASE 0698 7/14/98 7/14/98 2,244.02 .00 .00 2,244.02 590
11285 8/27/98 UTL0798 8/27/98 8/27/98 1,351.33 .00 .00 1,351.33 546
11725 9/01/98 LEASE 0898 8/10 9/01/98 9/01/98 2,244.02 .00 .00 2,244.02 541
11726 9/01/98 LEASE 0798 8/10 9/01/98 9/01/98 2,244.02 .00 .00 2,244.02 541
12089 10/27/98 200UTL 10/27/98 10/27/98 1,575.41 .00 .00 1,575.41 485
12090 10/27/98 201UTL 10/27/98 10/27/98 1,674.64 .00 .00 1,674.64 485
12091 10/27/98 LEASE 1098 10/27/98 10/27/98 2,244.02 .00 .00 2,244.02 485
12092 10/27/98 LEASE 0998 10/27/98 10/27/98 2,244.02 .00 .00 2,244.02 485
12374 11/20/98 202 UTL1098 11/20/98 11/20/98 1,401.89 .00 .00 1,401.89 461
13081 1/26/99 120/SPRINT 1/26/99 1/26/99 1,951.68 .00 .00 1,951.68 394
13103 1/26/99 LEASE 1298 1/26/99 1/26/99 2,244.02 .00 .00 2,244.02 394
13104 1/26/99 LEASE 1198 1/26/99 1/26/99 2,244.02 .00 .00 2,244.02 394
13106 1/26/99 118 DEC 1/26/99 1/26/99 1,421.20 .00 .00 1,421.20 394
13107 1/26/99 119 JAN 1/26/99 1/26/99 1,339.97 .00 .00 1,339.97 394
13624 3/04/99 147-FEB UTILITY 3/04/99 3/04/99 1,238.78 .00 .00 1,238.78 357
13625 3/04/99 148-INTERNET 3/04/99 3/04/99 650.56 .00 .00 650.56 357
13704 3/29/99 170 MAR UTILITY 3/29/99 3/29/99 1,286.97 .00 .00 1,286.97 332
13982 4/26/99 193 UTIL 4/26/99 4/26/99 1,174.02 .00 .00 1,174.02 304
13987 4/01/99 LEASE MAR 3/29 4/01/99 4/01/99 1,078.15 .00 .00 1,078.15 329
13988 4/01/99 LEASE APR 4/01/99 4/01/99 1,078.15 .00 .00 1,078.15 329
13989 4/01/99 LEASE FEB 3/29 4/01/99 4/01/99 1,078.15 .00 .00 1,078.15 329
13990 4/01/99 LEASE0199 3/29 4/01/99 4/01/99 1,078.15 .00 .00 1,078.15 329
14070 5/07/99 195 INTERNET 5/07/99 5/07/99 1,951.68 .00 .00 1,951.68 293
14292 5/26/99 213 MAY UTILITY 5/26/99 5/26/99 1,273.79 .00 .00 1,273.79 274
14495 6/18/99 224-INTERNET 6/18/99 6/18/99 650.56 .00 .00 650.56 251
14496 6/18/99 223-UTILITIES 6/18/99 6/18/99 1,388.88 .00 .00 1,388.88 251
14943 7/21/99 LEASE 0599 7/21/99 7/21/99 1,078.15 .00 .00 1,078.15 218
14944 7/21/99 LEASE 0699 7/21/99 7/21/99 1,078.15 .00 .00 1,078.15 218
14945 7/21/99 LEASE 0799 7/21/99 7/21/99 1,078.15 .00 .00 1,078.15 218
15155 8/06/99 255 JUL UTILITY 8/06/99 8/06/99 1,365.06 .00 .00 1,365.06 202
15457 9/28/99 LEASE 0899 9/28/99 9/28/99 1,078.15 .00 .00 1,078.15 149
15458 9/28/99 LEASE 0999 9/28/99 9/28/99 1,078.15 .00 .00 1,078.15 149
</TABLE>
<PAGE> 185
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15468 9/28/99 AUB UTILITY#288 9/28/99 9/28/99 1,480.40 .00 .00 1,480.48 149
16178 11/11/99 SEPT UTIL #328 11/11/99 11/11/99 1,477.26 .00 .00 1,477.26 105
16179 11/11/99 OCT UTIL #329 11/11/99 11/11/99 1,274.66 .00 .00 1,274.66 105
16708 2/04/00 358-HOV UTILITY 2/04/00 2/04/00 2,054.67 .00 .00 2,054.67 28
16709 2/04/00 360 JAN UTILITY 2/04/00 2/04/00 857.60 .00 .00 857.68 20
16710 2/04/00 359-DEC UTILITY 2/04/00 2/04/00 942.34 .00 .00 942.34 20
16750 1/01/00 347 JAN RENT 1/01/00 1/01/00 6,349.34 .00 .00 6,349.34 54
16751 2/01/00 352 FEB RENT 2/01/00 2/01/00 6,349.34 .00 .00 6,349.34 23
17031 12/31/99 368 INTERNET 12/31/99 12/31/99 4,553.92 .00 .00 4,553.92 55
17032 2/24/00 368/INTERNET/FEB 2/24/00 2/24/00 650.56 .00 .00 650.56 1
17033 1/24/00 368-INTERNET/JAN 1/24/00 1/24/00 650.56 .00 .00 650.56 31
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
HAR001 RICHARD WARREN 39,378.30 .00 39,378.30 .00 .00
.00 0% 100% 0% 0%
2010-0000 39,378.30
ACCOUNTS PAYABLE - TRADE 2/22/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16947 1/23/00 CORP AMEX 1/23/00 1/23/99 39,378.30 .00 .00 39,378.30 32
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
HAR002 JAMES W. WARREN 10,197.73 10,197.73 .00 .00 .00
.00 100% 0% 0% 0%
2010-0000 10,197.73
ACCOUNTS PAYABLE - TRADE 2/24/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16959 2/19/00 EXPENSES 2/5 2/19/00 2/19/00 8,025.40 .00 .00 8,025.40 5
16961 2/19/00 EXPENSES 2/12 2/19/00 2/19/00 2,172.33 .00 .00 2,172.33 5
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
HAR004 WAREFORCE dba KENISCO 14,249.28 2,286.00 9,786.00 2,177.28 .00
.00 16% 69% 15% 0%
612-559-5100 2010-0000 14,249.28
ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16592 12/21/99 170222 12/21/99 12/21/99 2,177.28 .00 .00 2,177.28 65
16730 2/01/00 171603 2/10/00 2/01/00 2,286.00 .00 .00 2,286.00 23
16747 1/06/00 170667 1/06/00 1/06/00 7,500.00 .00 .00 7,500.00 49
16748 1/06/00 170674 1/06/00 1/06/00 102.00 .00 .00 102.00 49
16749 1/06/00 170678 1/06/00 1/06/00 2,184.00 .00 .00 2,184.00 49
</TABLE>
<PAGE> 186
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
WES003 WESTCON INC 37,342.73 .00 .00 .00 37,342.73
SAM BIANCO .00 0% 0% 0% 100%
800-996-7057 2010-0000 37,342.73
ACCOUNTS PAYABLE - TRADE 11/09/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15193 8/31/99 437797 8/31/99 9/30/99 17,039.00 4,539.00 .00 12,500.00 177
15313 9/17/99 440929 9/17/99 10/17/99 2,671.50 .00 .00 2,671.50 160
15456 9/02/99 438437 9/02/99 10/02/99 1,690.50 .00 .00 1,690.50 175
15483 9/03/99 438693 9/03/99 10/03/99 44.50 .00 .00 44.50 174
16252 11/09/99 95053 11/09/99 12/09/99 214.13 .00 .00 214.13 187
16280 11/01/99 82335 10/18 11/01/99 12/01/99 4,046.70 .00 .00 4,046.70 115
16281 11/01/99 82330 10/18 11/01/99 12/01/99 16,175.40 .00 .00 16,175.40 115
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
WIR801 WIRING TECHNOLOGIES INC 82.00 82.00 .00 .00 .00
.00 100% 0% 0% 0%
487-862-6290 2010-8000 82.00
487-862-1964 ACCOUNTS PAYABLE - TRADE 2/11/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16977 2/19/00 12411 2/11/00 2/11/00 58.00 .00 .00 58.00 13
16978 2/19/00 12329 2/08/00 2/08/00 32.00 .00 .00 32.00 16
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
WRI001 WRIGHT EXPRESS 2,006.55 .00 2,006.55 .00 .00
BETH X1739 .00 0% 100% 0% 0%
888-300-9040 2010-8000 2,006.55
207-791-5342 ACCOUNTS PAYABLE - TRADE 1/15/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16953 1/15/00 6172549 1/15/00 1/15/00 2,006.55 .00 .00 2,006.55 40
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ZEB001 ZEBRA TECHNOLOGIES CORP 500.00 .00 .00 500.00 .00
.00 0% 0% 100% 0%
847-634-6700 2010-0000 500.00
ACCOUNTS PAYABLE - TRADE 12/14/99
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16566 12/14/99 SER/26084911 12/14/99 1/13/00 500.00 .00 .00 500.00 72
</TABLE>
<PAGE> 187
AGED OPEN ITEMS DETAIL
Aged as of 02/24/00 based upon invoice dates
Note: Asterisk (*) beside voucher means item is permanently deferred
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Vend-# Name Vendor-balance ------------------Aged vendor net-----------------
Contact-1 Terms Pmt-grp Valid-discounts Current Over 30 Over 60 Over 90
Phone-1 A/P-account Vendor-net
Phone-2 Last-prch-date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ZYT001 ZYTEK 14,286.00 14,286.00 .00 .00 .00
JAN/JANET .00 100% 0% 0% 0%
407-339-9363 2010-0000 14,286.00
407-339-9330 ACCOUNTS PAYABLE - TRADE 2/01/00
<CAPTION>
Vchr-# Dst-date Invoice # Inv-date Due-date Dsc-date Invoice-amount Amount-paid Valid-disc Invoice-net Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16746 2/01/99 PURCH AGRMT #34 2/01/00 2/01/00 14,286.00 .00 .00 14,26.00 23
Grand totals for 110 vendors printed
Aged as of 2/24/00 based upon invoices dates
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Gross-bal Valid-disc Net-bal Current Over 30 Over 60 Over 90
-----------------------------------------------------------------------------------------------------------
606116.61 .00 60116.61 90380.73 15% 166167.82 27% 43367.82 7% 306200.14 51%
===========================================================================================================
</TABLE>
-- End of report --
<PAGE> 188
SCHEDULE A
ALLOCATION OF MERGER CONSIDERATION
<TABLE>
<CAPTION>
NAME NO. OF SHARES PERCENTAGE
---- ------------- ----------
<S> <C> <C>
Wendy Lewis 1,198,589 38.66%
O.E. "Randy" Ray 878,077 28.33%
Richard Warren 1,023,334* 33.01%
</TABLE>
* Less 620,000 to be delivered to the Escrow Agent. At Closing, Warren will
receive certificates for 403,334 shares of the Merger Consideration.
