<TABLE>
As filed with the Securities and Exchange Commission on March 6, 1996.
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
MEDCROSS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2291344
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3227 Bennet Street North
St. Petersburg, Florida 33713
(813) 521-1793
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Consulting Agreement By and Among
Medcross, Inc., Kalo Acquisitions, L.L.C. and Jason H. Pollak
(Full Title of Plan)
______________________________
Henry Y.L. Toh
Medcross, Inc.
3227 Bennet Street North
St. Petersburg, Florida 33713
(813) 521-1793
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________
Copies to:
Ralph V. De Martino, Esq.
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W.
Washington, D.C. 20036-2492
(202) 659-0494
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities to be Aggregate Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
Common Stock, $.007
par value 50,000<F1> $1.50<F2> $75,000 $100
Common Stock, $.007
par value 50,000<F3> -- -- --<F4>
<FN>
<F1>
(1) Represents the maximum number of Shares which may be issued pursuant to the Common Stock Purchase Option to
purchase Common Shares of Medcross, Inc. (the "Option") issued in accordance with the Consulting Agreement between
the Company and Jason H. Pollak and Kalo Acquisitions, L.L.C. (the "Plan").
<F2>
(2) Calculated in accordance with Rule 457 on the basis of the price at which options may be currently exercisable.
<F3>
(3) Represents the same shares described in the line above, which may be resold by the holder of the Common Stock Purchase Option.
<F4>
(4) Pursuant to Rule 457(h)(3), no additional fee is payable since the Shares, which may be offered for resale, are the same
shares being registered hereby upon their initial issuance pursuant to the Plan.
</FN>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement (the "Registration Statement") relates to the issuance of
shares of common stock, par value $.007 per share (the "Common Stock") of Medcross, Inc.
(the "Company") to Jason H. Pollak (the "Consultant") which shares are issuable upon
exercise of options granted pursuant to the terms of a Consulting Agreement, by and
between the Company, Kalo Acquisitions, L.L.C. and the Consultant (the "Consulting
Agreement") and the sale thereof by the Consultant. Pursuant to the terms of the
Consulting Agreement, the Company issued to the Consultant a Common Stock Purchase
Option to purchase an aggregate of 150,000 Common Shares of Medcross, Inc. for a period
of three years as follows: 50,000 shares at a price of $1.50 per share exercisable February
1, 1996; 50,000 shares at a price of $2.50 per share exercisable February 1, 1997; and, 50,000
shares at a price of $3.50 per share exercisable February 1, 1998 in exchange for the
Consultant's providing certain marketing and consulting services to the Company. Pursuant
to the terms of the Consulting Agreement, the initial term of the Consulting Agreement was
three years, subject to earlier termination of the agreement. By letter dated March 5, 1996,
the Company has exercised its right to terminate the remaining term of the Consulting
Agreement, the effect of which extinguishes any further rights and obligations of the parties
thereto, except with respect to the option to purchase 50,000 shares of Common Stock
subject hereto.
The foregoing information relating to the provisions of the Consulting Agreement is
intended to provide a summary thereof and does not purport to be a complete description
of the Consulting Agreement. Such summary should be read in conjunction with the
Consulting Agreement which has been filed as Exhibit 10(a) hereto and the letter of
termination which has been filed as Exhibit 10(b) hereto and are incorporated herein by
reference in their entirety.
Item 2. Registrant Information and Employee Plan Annual Information
The Consultant has been provided with copies of the documents incorporated herein
by reference in Part II: Item 3 hereof and has been advised by the Company in writing that
such documents will continue to be available, without charge, to the Consultant upon the
Consultant's written request to the Company at its offices at 3227 Bennet Street North,
St. Petersburg, Florida 33713 (Phone: 813-521-1793).
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, and any amendments thereto, filed by Medcross, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by reference
in this Registration Statement and shall be deemed to be a part hereof from the date of
filing such documents.
(a) The Company's annual report on Form 10-KSB for the year ended
December 31, 1994 (File No. 0-17973);
(b) The Company's quarterly report on Form 10-QSB for the quarter ended
September 30, 1995 (File No. 0-17973);
(c) The description of the Common Stock of the Company contained in Item 11
of the Company's Registration Statement on Form 10 filed on September 16,
1989, as amended (File No. 0-17973);
(d) The Company's current report on Form 8-K filed on January 31, 1996
(File No. 0-17973); and
(e) All reports filed by the Company pursuant to Sections 13(a), 13(c) and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the securities offered hereby have been sold or which deregisters all
securities then remaining unsold.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 607.0850 of the Florida Business Corporation Act empowers a corporation
to indemnify any person who was or is a party to a proceeding by reason of the fact that he
was or is an officer, director, employee or agent of the corporation against liability incurred
in connection with such proceeding. Such person must have acted in good faith and in a
manner reasonably believed to be in or not opposed to, the best interests of the corporation.
With respect to any criminal proceeding, such person must have had no reasonable cause
to believe his conduct was unlawful. Any such indemnification may only be made upon a
determination by the corporation that such indemnification is proper because the person
met the applicable standard of conduct.
The Florida Business Corporation Act provides further that the indemnification
permitted thereunder is not exclusive; provided, however, indemnification is not permitted
to be made on behalf of any such person if a judgment or final adjudication establishes (i)
<PAGE>
a violation of the criminal law unless such person had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful; (ii) such
person derived an improper personal benefit from the transaction; (iii) as to any director
such proceeding arose from an unlawful distribution under Section 607.0834; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in a proceeding
by the corporation or a shareholder.
The Company's By-Laws provide that the Company shall indemnify any such person
to the fullest extent provided by law and empowers the Company to purchase and maintain
insurance on behalf of any such person.
The Company previously entered into indemnification agreements in 1988 with
certain officers and directors of the Company for indemnification against expenses (including
attorneys' fees, through all proceedings, trials, and appeals), judgments, and amounts paid
in settlement actually and reasonably incurred in connection with any threatened, pending,
or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, arising from any actual or alleged breach of duty, neglect, error, or other
action taken or omitted, solely in the capacity as an officer and/or a director of the
Company; provided, that no indemnification will be made in respect of any acts or omissions
(a) involving gross negligence or willful misconduct, (b) involving libel or slander, or (c)
based upon or attributable to gaining, directly or indirectly, any profit or advantage to which
he was not legally entitled.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,
THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS
THEREFORE UNENFORCEABLE.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
3(a) Amendment to the Articles of Incorporation dated March 21, 1994. <F1>
3(b) Composite copy of the Amended and Restated Articles of Incorporation
incorporating all amendments. <F1>
3(c) By-Laws of the Company, as amended. <F2>
4(a) Specimen Common Stock Certificate. <F3>
<PAGE>
4(b) Common Stock Purchase Option to Purchase Common Shares of Medcross,
Inc.
5(a) Opinion regarding legality.
10(a) Amendment to and Restatement of the Amended and Restated Consulting
Agreement by and among Medcross, Inc., Kalo Acquisitions, L.L.C. and
Jason H. Pollak.
10(b) Termination letter dated March 5, 1996.
23(a) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of Counsel included in Exhibit 5(a).
____________________
<FN>
<F1>
1/ Incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-17973).
<F2>
2/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1993 (File Number 0-17973).
<F3>
3/ Incorporated by reference to the Company's registration statement on Form S-18, as
amended, (File Number 33-27978-A).
</FN>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
A. Rule 415 Offering.
1. To file, during any period in which it offers or sells securities, a post-effective
amendment to this Registration Statement to include any additional or changed information
with respect to the plan of distribution;
2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the offering.
<PAGE>
B. Subsequent Exchange Act Documents Incorporated by Reference:
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the issuer's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE>
C. To Transmit Certain Material.
1. The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each Plan participant to whom the prospectus is sent or
given a copy of the Registrant's annual report to stockholders for its last fiscal year, unless
such Plan participant otherwise has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will promptly furnish, without charge, a copy
of such report on written request of the Plan participant. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered, but within such 120 day
period the annual report for the last fiscal year will be furnished to each such Plan
participant.
2. The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all participants in the Plan who do not otherwise receive such material as
stockholders of the Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications distributed
to its stockholders generally.
D. Indemnification.
1. Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on
March 6, 1996.
MEDCROSS, INC.
By: /s/ Henry Y. L. Toh
Henry Y. L. Toh, President
POWER OF ATTORNEY
We, the undersigned officers and directors of the Company, hereby severally
constitute and appoint Henry Y. L. Toh our true and lawful attorney-in-fact and agent, with
full power to him to sign any and all amendments (including post effective amendments) to
this Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as fully to
all interest and purposes as we might or could do in person, ratifying and conforming all
that said attorney-in-fact and agent or any of them, or his substitute or substitutes, may
unlawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated as of March
6, 1996.
/s/ Po Shin Wong Chairman of the Board of Directors
Po Shin Wong
/s/ Henry Y. L. Toh Vice Chairman of the Board,
President and
Henry Y. L. Toh Acting Chief Financial Officer
/s/ Joel S. Kanter Director
Joel S. Kanter
/s/ R. Huston Babcock, M.D. Director
R. Huston Babcock, M.D.
<S> <S>
</TABLE>
<TABLE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER SAID ACT OR (ii) AN EXEMPTION THEREFROM UNDER SAID ACT.
Void after 5:00 p.m. (New York, New York time) on
January 31, 1999 as provided herein.
Issue Date: as of October 18, 1995 Option to Purchase Common Shares
Expiration Date: January 31, 1999 Exercisable Commencing:
February 1, 1996
COMMON STOCK PURCHASE OPTION
TO PURCHASE COMMON SHARES OF
MEDCROSS, INC.
Medcross, Inc. (the "Company"), a Florida corporation, hereby certifies that for good and
valuable consideration as described in that certain agreement dated as of October 18, 1995 and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by the Company, Jason H. Pollak is entitled, subject to the terms set forth in this option (the
"Option"), at any time or from time to time, but not later than January 31, 1999, to purchase from
the Company one hundred fifty thousand (150,000) shares of common stock of the Company (the
"Shares") as follows: fifty thousand (50,000) shares at the purchase price of one and one-half
dollars ($1.50) per Share beginning February 1, 1996, fifty thousand (50,000) Shares at the purchase
price of two and one-half dollars ($2.50) per Share beginning February 1, 1997, and fifty thousand
(50,000) Shares at the purchase price of three and one-half dollars ($3.50) per Share beginning
February 1, 1998 (such purchase price per Share, as adjusted from time to time pursuant to the
provisions set forth below, being referred to herein as the "Exercise Price"). The Issue Date shall
be the date set forth above. This Option and all rights hereunder, to the extent such rights shall
not have been exercised, shall terminate and become null and void to the extent the Holder fails
to exercise any portion of this Option prior to 5:00 p.m., New York, New York time, on the
Expiration Date.
1. Restrictions on Transfer of Shares
The Shares underlying this Option are restricted securities and have not been registered
under the Securities Act of 1933, as amended (the "Act"), and may not be sold, transferred,
pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration
statement for such securities under said Act or (ii) an unqualified reasoned opinion of counsel
reasonably satisfactory to the Company opining that the proposed transaction is exempt from
registration under said Act.
2. Exercise of Option
(a) This Option shall be exercisable as to fifty thousand (50,000) Shares at any time prior
to its expiration commencing February 1, 1996, as to an additional fifty thousand (50,000) Shares
at any time prior to its expiration commencing February 1, 1997, and as to an additional fifty
thousand (50,000) shares at any time prior to its expiration commencing February 1, 1998.
<PAGE>
(b) This Option may be exercised subject to the vesting schedule set forth in Section 2(a)
hereof by the Holder of this Option (the "Holder") by surrendering it, with the form of subscription
annexed hereto duly executed by such Holder, to the Company at its principal executive office or
to the Company's transfer agent accompanied by payment in full, in cash or by certified or official
bank check, of the Exercise Price payable in respect of all or part of the Option being exercised.
If less than the entire Option is exercised, the Company shall, upon such exercise, execute and
deliver to the Holder hereof a new Option in the same form as this Option evidencing the right
to purchase Shares hereunder to the extent not exercised. This Option shall be deemed to have
been exercised prior to the close of business on the date this Option is surrendered and payment
is made in accordance with the foregoing provisions.
(c) The Company shall, at the time of any exercise of all or part of this Option, upon the
request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such
Holder any rights to which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Option; provided that if the Holder of this Option shall fail
to make any such request, such failure shall not affect the continuing obligations of the Company
to afford to such Holder any such rights.
(d) The Shares which may be delivered upon the exercise of this Option shall, upon
payment therefor as provided herein and delivery thereof, be fully paid and nonassessable and free
from all taxes, liens and charges with respect thereto.
(e) The Company shall cooperate with the Holder in an exercise pursuant to which all
or part of the Shares will be sold simultaneously with the exercise of this Option with the broker-
dealer participating in such sale being irrevocably instructed to remit the proceeds of the exercise
to the Company upon settlement of the sale of the underlying Shares.
3. Fractional Shares
No fractional securities or scrip representing fractional securities shall be issued upon the
exercise of this Option. With respect to any fraction of a security called for upon any such exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied
by the current market value of such security, determined as follows:
(a) If the security is listed on a national securities exchange or admitted to unlisted
trading privileges on such exchange, the current value shall be the last reported sale price of the
security on such exchange on the last business day prior to the date of exercise of this Option, or
if no such sale is made on such day, the average closing bid and asked prices for such day on such
exchange; or
(b) If the security is not listed or admitted to unlisted trading privileges, the current value
shall be the last reported sale price on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market System ("NASDAQ/NMS") or the mean between the
closing bid and asked quotations reported by the NASDAQ System or the NASD OTC Bulletin
Board (or, if not so quoted, by the National Quotation Bureau, Inc.) on the last business day prior
to the date of the exercise of this Option; or
<PAGE>
(c) If the security is not so listed or admitted to unlisted trading privileges and prices are
not reported on NASDAQ, or the NASD OTC Bulletin Board (or by the National Quotation
Bureau, Inc.), an amount, not less than the book value, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company.
4. Rights of the Holder
The Holder of this Option shall not, by virtue hereof, be entitled to any voting or other
rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are
limited to those expressed in this Option.
5. Registration Rights
The Corporation shall file, as soon after issuance of this Option as may be practicable, a
registration statement relating to the shares of Common Stock issuable pursuant hereto on Form
S-8 with the Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Act"). In the event that, for any reason whatsoever, such Form S-8 is not
available for use by the Corporation, the Corporation shall file such form of registration statement
as is available for use by the Corporation as specified or otherwise permitted by the Act and the
rules and regulations promulgated thereunder. The Corporation shall bear the expenses of such
registration and shall: (a) provide any requisite prospectuses meeting the requirements of the Act
and such other documents as the Consultant may reasonably request for a period of at least twelve
(12) months following expiration of the Option in order to facilitate the sale or other disposition
of such securities; (b) register and qualify for sale any of such securities in such states as the
Consultant may reasonably designate; and (c) do any and all other acts and things which may be
necessary or desirable to enable the Consultant to consummate the sale or other disposition of such
securities.
The Consultant hereby acknowledges that it understands that:
(a) neither the Option nor the Shares of the Common Stock issuable upon
exercise thereof have previously been the subject of registration under the Act or any
applicable state securities laws;
(b) the Consultant may not sell or otherwise transfer the Option or the shares of
Common Stock issuable upon exercise of the Option unless such securities are subject to an
effective registration statement under the Act and any applicable state securities laws (unless
exemptions from such registration requirements are available);
(c) in the event that any shares of Common Stock issuable pursuant to exercise
of the Option are issued at a time during which a registration statement relating to the same
is not effective, until such shares of Common Stock are subject to an effective registration
statement under the Act, a legend will be placed on any certificate or certificates evidencing
the same indicating that the transfer of such securities on transferability and sales of such
securities; and
(d) the Corporation will place stop transfer instructions against the certificate or
certificates evidencing the securities issuable pursuant hereto to restrict the transfer thereof.
<PAGE>
6. Intentionally left blank.
7. Reservation of Shares
The Company shall at all times reserve, for the purpose of issuance on exercise of this
Option, such number of shares of Common Stock or such class or classes of capital stock or other
securities as shall from time to time be sufficient to comply with this Option, and the Company
shall take such corporate action as may in the opinion of its counsel be necessary to increase its
authorized and unissued shares of Common Stock or such other class or classes of capital stock or
other securities in such number as shall be sufficient for such purpose.
8. Approvals
The Company shall from time to time use its best efforts to obtain and continue in effect
any and all permits, consents, registrations, qualifications and approvals of governmental agencies
and authorities and to make all filings under applicable securities laws that may be or become
necessary in connection with the issuance, sale, transfer and delivery of this Option and the
issuance of securities on any exercise hereof. Nothing contained in this Section 8 shall in any way
expand, alter or limit the rights of the Holder set forth in Section 1 hereof.
9. Notices
All demands, notices, consents and other communications to be given hereunder shall be
in writing and shall be deemed duly given when delivered personally or five days after being mailed
by first class mail, postage prepaid, properly addressed, as follows:
(a) if to the Company, to:
Medcross, Inc.
3227 Bennet Street North
St. Petersburg, Florida 33713
Attention: Henry Y.L. Toh, President
with a copy to:
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W., Suite 400
Washington, D.C. 20036
Attention: Ralph V. De Martino, Esquire
(b) if to the Holder, to:
Jason H. Pollak
c/o Kalo Acquisitions, L.L.C.
165 Eab Plaza, West Tower, Suite 628
Uniondale, New York 11556-0165
<PAGE>
The Company and the Holder may change such address at any time or times by notice hereunder
to the other.
10. Amendments; Waivers; Terminations; Governing Law; Headings; Entire Agreement
This Option and any term hereof may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought. This Option shall be governed by and construed and
interpreted in accordance with the laws of the State of Florida. The headings in this Option are
for convenience of reference only and are not part of this Option. This Option is intended to and
does contain and embody all of the understandings and agreements, both written and oral, of the
parties hereto with respect to the subject matter of this Option, and there exists no oral agreement
or understanding, express or implied, whereby the absolute, final and unconditional character and
nature of this Option shall be in any way invalidated, empowered or affected. A modification or
waiver of any of the terms, conditions or provisions of this Option shall be effective only if made
in writing and executed with the same formality of this Option.
IN WITNESS WHEREOF, Medcross, Inc. has duly caused this Option to be signed in its
name and on its behalf by its duly authorized officers, as of the date first set forth above.
MEDCROSS, INC.
By: /s/ Henry Y.L. Toh
ATTEST: Henry Y.L. Toh, President
/s/ Stephanie E. Giallourakis
Secretary
<PAGE>
Annex to Option
FORM OF ASSIGNMENT
(To be executed upon transfer of Common Stock Purchase Option)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
the right represented by the within Option, together with all rights,
title and interest therein, and does hereby irrevocably constitute and appoint
attorney to transfer such Option on the Option register of the within named
Company, with full power of substitution.
DATED: , 199 .
Signature:
(Signature must conform in all respects to name of
holder as specified on the face of the Option)
Signature Guaranteed:
<PAGE>
Annex to Option
FORM OF SUBSCRIPTION
(To be completed and signed only upon an exercise of the Option in whole or in part)
TO: American Stock Transfer & Trust Co.
as transfer agent for Medcross, Inc.
The undersigned, the Holder of the attached Option, hereby irrevocably elects to exercise
the purchase right represented by the Option for, and to purchase thereunder, Shares
(as such terms are defined in the Option dated as of October 18, 1995, from Medcross, Inc. to
Jason H. Pollak) (or other securities or property), and herewith makes payment of $
therefor in cash or by certified or official bank check. The undersigned hereby requests that the
Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as
follows:
Name:
Address:
Social Security Number:
Deliver to:
Address:
If the foregoing Subscription evidences an exercise of the Option to purchase fewer than
all of the Shares (or other securities or property) to which the undersigned is entitled under such
Option, please issue a new Option, of like tenor, for the remaining portion of the Option (or other
securities or property) in the name(s), and deliver the same to the address(es), as follows:
Name:
Address:
DATED: , 199 .
(Name of Holder)
(Signature of Holder or Authorized Signatory)
Signature Guaranteed:
(Social Security or Taxpayer Identification
Number of Holder)
<S> <S>
</TABLE>
<TABLE>
DE MARTINO FINKELSTEIN ROSEN & VIRGA
A PARTNERSHIP CONSISTING OF PROFESSIONAL CORPORATIONS
1818 N STREET N.W., SUITE 400
WASHINGTON, D.C. 20036-2492
------
TELEPHONE (202) 659-0494
TELECOPIER (202) 659-1290
VICTORIA BAYLIN*
KATHLEEN L. CERVENY NEW YORK OFFICE
RALPH V. DE MARTINO ------
STEVEN R. FINKELSTEIN* 90 BROAD STREET, SUITE 1700
KEITH H. PETERSON* NEW YORK, NEW YORK 10004-2205
JEFFREY S. ROSEN TELEPHONE (212) 363-2500
GERARD A. VIRGA* TELECOPIER (212) 363-2723
*NOT ADMITTED TO DISTRICT OF COLUMBIA BAR
March 5, 1996
Board of Directors
Medcross, Inc.
3227 Bennet Street North
St. Petersburg, FL 33713
Re: Registration Statemet on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Medcross, Inc., a Florida corporation (the "Company), in connection
with the preparation and filing by the Company of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to (i) the issuance by the Company
of up to 50,000 shares of Common Stock, $.007 par value (the "Common Stock") upon
exercise of that certain Common Stock Purchase Option (the"Option") issued to Jason H. Pollak (the
"Consultant") pursuant to the terms of a certain Consulting Agreement dated as of October 18, 1995, as
amended and restated on March 4, 1996, by and between the Company and the Consultant (the
"Consulting Agreement") and (ii) the resale of such Shares by the Consultant.
We have examined the Consulting Agreement, the Option, the Articles of Incorporation, as
amended, and the By-Laws of the Company, the minutes of the various meetings and consents of the
Company's Board of Directors, originals or copies of such records of the Company, agreements,
certificates of public officials, certificates of officers and representatives of the Company and others,
and such other documents, certificates, records, authorizations, proceedings, statutes and judicial decisions
as we have deemed necessary to form the basis of the opinion expressed below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as copies thereof. As to various
questions of fact material to such opinion, we have relied upon statements and certificates of officers and
representatives of the Company and others. We are not herein passing upon and do not assume
responsibility for the accuracy, completeness or fairness of the statements or other provisions contained
in any of the foregoing materials.
<PAGE>
DE MARTINO FINKELSTEIN ROSEN & VIRGA
Board of Directors
Medcross, Inc.
March 5, 1996
Page 2
In connection with the preparation of this opinion, we have reviewed such questions of law as we
have deemed necessary. We do not herein give any opinion with respect to the laws of any jurisdiction
other than the general laws of the United States of America, the federal securities laws and the laws of
the District of Columbia. Except as otherwise provided herein, we have assumed that, insofar as the laws
of another jurisdiction may be applicable to any matters to which this opinion may relate, such laws are
identical to the laws of the District of Columbia, however, we express no opinion as to the extent to
which the laws of the District of Columbia or such other jurisdiction may apply.
Based upon the foregoing, we are of the opinion that the 50,000 shares of Common Stock issuable
upon exercise of the Option to the Consultant pursuant to the terms of the Option and which shares are
subject of the Registration Statement have been duly authorized and when such shares of Common Stock
are paid for and issued in accordance with the terms of the Option the Shares will be legally issued, fully
paid and nonassessable and, furthermore, the Shares, upon sale by the Consultant, will be legally issued,
fully paid and nonassessable.
We hereby consent your filing a copy of this opinion as an exhibit to the Registration Statement.
Yours very truly,
/s/ De Martino Finkelstein Rosen & Virga
De Martino Finkelstein Rosen & Virga
<S> <S>
</TABLE>
<TABLE>
AMENDMENT TO AND RESTATEMENT OF
THE
AMENDED AND RESTATED
CONSULTING AGREEMENT
BY AND AMONG
MEDCROSS, INC.
KALO ACQUISITIONS, L.L.C.
AND
JASON H. POLLAK
THIS AMENDMENT TO AND RESTATEMENT OF THE AMENDED AND
RESTATED CONSULTING AGREEMENT, which became effective as of the 18th
day of October, 1995, is effective as of this 4th day of March, 1996
(the "Agreement") by and among Medcross, Inc., a Florida
corporation with principal offices at 3227 Bennet Street North,
St. Petersburg, Florida 33713 (the "Corporation"), Jason H.
Pollak (hereinafter referred to as "Pollak" or the "Consultant"
as the context may require) and Kalo Acquisitions, L.L.C., a
Delaware limited liability Corporation with principal offices at
165 EAB Plaza, West Tower, Suite 628, Uniondale, New York
11556-0165 ("Kalo").
WHEREAS, Kalo, through its manager and employees has
developed expertise in and is in the business of providing
consulting services, including finding and assessing acquisition
candidates and providing investor and public relations services;
WHEREAS, Pollak is the manager and an employee of Kalo, and
has expertise in the area of providing consulting services,
including finding and assessing acquisition candidates and
providing investor and public relations services;
WHEREAS, the Corporation desires to engage Pollak to provide
services to the Corporation as set forth below, upon the terms
and subject to the conditions set forth herein;
WHEREAS, Pollak desires to provide services to the
Corporation as set forth below, upon the terms and subject to the
conditions set forth herein;
WHEREAS, Kalo, Pollak and the Corporation have agreed that
Pollak shall render the services set forth below to the
Corporation upon the terms and subject to the conditions set
forth herein; and
WHEREAS, Kalo has agreed to provide Pollak the opportunity
to avail himself of Kalo's resources including, without
limitation, use of any phone lines, computers, photocopiers,
facsimile machines, postage meters and other supplies in exchange
for Pollak's reimbursement to Kalo of the costs of the same.
NOW, THEREFORE, in consideration of the foregoing and for
such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
<PAGE>
1. Engagement. The Corporation hereby engages the Consultant
to render to it for a period of three (3) years commencing
February 1, 1996 (the "Term") the investor and public
relations services described herein. The Term hereof may be
renewed upon the written agreement of the Corporation, Kalo
and the Consultant entered into prior to expiration of the
initial Term hereof on such terms as the parties hereto may
negotiate at the time of such renewal.
2. Services. For the Term of this Agreement, the Consultant
shall perform the following services for the Corporation:
(a) Assist the Corporation in locating, assessing and
implementing the acquisition by the Corporation, by way
of private or open market purchases of stock, purchase
of assets, merger, tender offer, joint venture or
otherwise, the acquisition by the Corporation of one or
more businesses, divisions or other operating entities
and/or assets, including without limitation thereto
Image Trust, consistent with the directives of the
Corporation;
(b) Prepare and distribute, with the Corporation's prior
approval, due-diligence packages for the brokerage
community which would include presentation folders,
press release sheets and a Corporation overview
pamphlet;
(c) Prepare and distribute, with the Corporation's prior
approval, investor relations packages;
(d) Coordinate broker presentations to be held a minimum of
four (4) times per year;
(e) Prepare and disseminate, with the Corporation's prior
approval, information about the Corporation to
investors;
(f) Present and introduce the Corporation to
broker/dealers, fund managers and analysts on a
continual basis;
(g) Prepare and disseminate, with the Corporation's prior
approval, press releases in compliance with any
applicable regulatory guidelines to wire/news services;
(h) Disseminate for informational purposes the
Corporation's publicly filed materials, including the
Corporation's Annual and Quarterly Reports on Form
10-KSB and Form 10-QSB, respectively, to investors;
(i) Assist with the set up of annual and special
shareholder meetings;
(j) Perform such other services as may be reasonably
requested from time to time by the officers of the
Corporation;
<PAGE>
(k) Reimburse Kalo for its costs related to the use of any
of its resources as contemplated herein; and
(l) Bear all costs and expenses relating to any of the
foregoing.
3. Compensation. In consideration for the performance of the
services described above, the Corporation shall issue to the
Consultant an option exercisable to purchase an aggregate of
up to one hundred fifty thousand (150,000) shares of its
common stock, par value $.007 per share (the "Common
Stock"), which option (the "Option") shall be exercisable as
set forth below and shall expire on January 31, 1999:
(a) commencing on February 1, 1996, the Option shall become
exercisable to purchase up to fifty thousand (50,000)
shares of Common Stock at an exercise price of one
dollar and fifty cents ($1.50) per share;
(b) commencing on February 1, 1997, the Option shall become
exercisable to purchase an additional fifty thousand
(50,000) shares of Common Stock at an exercise price of
two dollars and fifty cents ($2.50) per share; and
(c) commencing on February 1, 1998, the Option shall become
exercisable to purchase an additional fifty thousand
(50,000) shares of Common Stock at an exercise price of
three dollars and fifty cents ($3.50) per share.
4. Registration Rights. The Corporation shall file,
contemporaneously with or as soon as practicable after
execution hereof, a registration statement relating to the
shares of Common Stock issuable pursuant hereto on Form S-8
with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933 (the
"Act"). In the event that, for any reason whatsoever, such
Form S-8 is not available for use by the Corporation, the
Corporation shall file such form of registration statement
as is available for use by the Corporation as specified or
otherwise permitted by the Act and the rules and regulations
promulgated thereunder. The Corporation shall bear the
expenses of such registration and shall: (a) provide any
requisite prospectuses meeting the requirements of the Act
and such other documents as the Consultant may reasonably
request for a period of at least twelve (12) months
following expiration of the Option in order to facilitate
the sale or other disposition of such securities;
(b) register and qualify for sale any of such securities in
such states as the Consultant may reasonably designate; and
(c) do any and all other acts and things which may be
necessary or desirable to enable the Consultant to
consummate the sale or other disposition of such securities.
<PAGE>
The Consultant hereby acknowledges that it understands that:
(a) neither the Option nor the shares of Common Stock
issuable upon exercise thereof have previously been the
subject of registration under the Act or any applicable
state securities laws;
(b) the Consultant may not sell or otherwise transfer the
Option or the shares of Common Stock issuable upon
exercise of the Option unless such securities are
subject to an effective registration statement under
the Act and any applicable state securities laws
(unless exemptions from such registration requirements
are available);
(c) in the event that any shares of Common Stock issuable
pursuant to exercise of the Option are issued at a time
during which a registration statement relating to the
same is not effective, until such shares of Common
Stock are subject to an effective registration
statement under the Act, a legend will be placed on any
certificate or certificates evidencing the same
indicating that the transfer of such securities has not
been registered under the Act and setting forth or
referring to the restrictions on transferability and
sales of such securities; and
(d) the Corporation will place stop transfer instructions
against the certificate or certificates evidencing the
securities issuable pursuant hereto to restrict the
transfer thereof.
5. Representations and Warranties. The Consultant hereby
represents and warrants that:
(a) the Consultant will not sell or otherwise transfer the
Option or the shares of Common Stock issuable upon
exercise of the Option without compliance with the Act
and any applicable state securities laws;
(b) the Consultant has received and carefully read the
following: (i) the Corporation's Annual Report on Form
10-KSB for the period ended December 31, 1994 (File No.
0-17973); (ii) the Corporation's Quarterly Reports on
Form 10-QSB for the periods ended March 31, 1995,
June 30, 1995 and September 30, 1995 (File No.
0-17973); and (iii) written or verbal responses for all
questions the Consultant has submitted to the
Corporation regarding its acquisition of the securities
described herein, all of which the Consultant
acknowledges have been provided to the Consultant (the
"Corporate Materials"). The Consultant has not been
furnished with any other materials or literature
relating to the acquisition of the securities described
herein, other than the Corporate Materials. The
Consultant has been given the opportunity to ask
questions of and to receive answers from the
<PAGE>
Corporation concerning the terms and conditions of the
acquisition of the securities described herein and the
Corporate Materials, and to obtain such additional
written information necessary to verify the accuracy of
same as the Consultant desires in order to evaluate the
acquisition of and investment in the securities
described herein. The Consultant acknowledges and
confirms that the written and/or verbal responses
provided to the Consultant by the Corporation in
response to the Consultant's questions are not contrary
to or inconsistent with, nor do they in any way
conflict with the information set forth in the
Corporate Materials. The Consultant further
acknowledges that it fully understands the information
contained in the Corporate Materials and the Consultant
has had the opportunity to discuss any questions
regarding the Corporate Materials with its counsel or
other advisor. Notwithstanding the foregoing, the only
information upon which the Consultant has relied is
that set forth in the Corporate Materials and that
derived by its own independent investigation. The
Consultant acknowledges that the Consultant has
received no representations or warranties from the
Corporation or its employees or agents in making an
investment decision related to the acquisition of the
securities described herein, other than as set forth
herein;
(c) the Consultant is aware that the acquisition of the
securities described herein is a speculative investment
involving a high degree of risk and that there is no
guarantee that the Consultant will realize any gain
from its acquisition of or investment in such
securities. The Consultant has specifically reviewed
the Corporate Materials with a view toward acquiring
the securities described herein;
(d) the Consultant understands that no federal or state
agency or other authority: (i) has made any finding or
determination regarding the fairness of the
transactions described herein, (ii) has made any
recommendation or endorsement of the transactions
described herein, or (iii) has passed in any way upon
this agreement or the Corporate Materials;
(e) the Consultant: (i) is acquiring the securities
described herein solely for his own account for
investment purposes only and not with a view toward
resale or distribution thereof, either in whole or in
part; and (ii) has no contract, undertaking, agreement
or other arrangement, in existence or contemplated, to
sell, pledge, assign or otherwise transfer the
securities to any other person;
(f) the Consultant has adequate means of providing for his
current needs and contingencies and has no need for
liquidity in the investment in the securities described
herein. The Consultant has read, is familiar with and
understands Rule 501 of Regulation D and represents
that he is an "accredited investor" as defined in Rule
501(a) of Regulation D under the Act. The Consultant
<PAGE>
has no reason to anticipate any material change in his
financial condition for the foreseeable future;
(g) the Consultant is financially able to bear the economic
risk of an investment in the securities described
herein, including the ability to hold such securities
indefinitely and to afford a complete loss of an
investment in such securities;
(h) the Consultant's overall commitment to investments
which are not readily marketable is not
disproportionate to the Consultant's net worth, and the
Consultant's investment in the securities described
herein will not cause such overall commitment to become
excessive. The Consultant understands that the
statutory basis on which such securities are being
issued to the Consultant would not be available if the
Consultant's present intention were to hold such
securities for a fixed period of time or until the
occurrence of a certain event. The Consultant realizes
that, in the view of the Commission, the acquisition of
such securities now with a present intention to resell
by reason of a foreseeable specific contingency or any
anticipated change in the market value of such
securities, or in the condition of the Corporation or
that of the industry in which the business of the
Corporation is engaged or in connection with a
contemplated liquidation, would, in fact, constitute an
acquisition and/or purchase with an intention
inconsistent with the Consultant's representations to
the Corporation and the Commission would then regard
such purchase as a purchase for which the exemption
from registration under the Act relied upon by the
Corporation in connection herewith is not available;
and
(i) the Consultant has such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of the acquisition of
and an investment in the securities described herein.
6. Confidential Information. The parties hereto recognize that
it is fundamental to the business and operation of the
Corporation, its subsidiaries, affiliates and divisions
thereof to preserve the specialized knowledge, trade
secrets, and confidential information of the foregoing
entities. The strength and good will of the Corporation is
derived from the specialized knowledge, trade secrets, and
confidential information generated from experience through
the activities undertaken by the Corporation, its
subsidiaries, affiliates and divisions thereof. The
disclosure of any of such information and the knowledge
thereof on the part of competitors would be beneficial to
such competitors and detrimental to the Corporation, its
subsidiaries, affiliates and divisions thereof, as would the
disclosure of information about the marketing practices,
pricing practices, costs, profit margins, design
specifications, analytical techniques, concepts, ideas,
<PAGE>
process developments (whether or not patentable), customer
and client agreements, vendor and supplier agreements and
similar items or technologies. By reason of performance
under this Agreement, the Consultant may have access to and
may obtain specialized knowledge, trade secrets and
confidential information such as that described herein about
the business and operation of the Corporation, its
subsidiaries, affiliates and divisions thereof. Therefore,
the Consultant hereby agrees that he shall keep secret and
retain in confidence and shall not use, disclose to others,
or publish, other than in connection with the performance of
services hereunder, any information relating to the
business, operation or other affairs of the Corporation, its
subsidiaries, affiliates and divisions thereof, including
but not limited to, confidential information concerning the
marketing practices, pricing practices, costs, profit
margins, products, methods, guidelines, procedures,
engineering designs and standards, design specifications,
analytical techniques, technical information, customer,
client, vendor or supplier information, employee
information, or other confidential information acquired by
each of them in the course of providing services for the
Corporation. The Consultant agrees to hold as the
Corporation's property all notes, memoranda, books, records,
papers, letters, formulas and other data and all copies
thereof and therefrom in any way relating to the business or
operation of the Corporation, its subsidiaries, affiliates
and divisions thereof, whether made by the Corporation or
the Consultant or as may otherwise come into the possession
of the Consultant. Upon termination of this Agreement or
upon the demand of the Corporation, at any time, the
Consultant shall deliver the same to the Corporation within
twenty-four (24) hours of such termination or demand.
7. Reformation. In the event that a court of competent
jurisdiction determines that the confidentiality provisions
or part of a provision hereof are unreasonably broad or
otherwise unenforceable because of the length of their
respective terms or the breadth of their territorial scope,
or for any other reason, the parties hereto agree that such
court may reform the terms and/or scope of such covenants so
that the same are reasonable and, as reformed, shall be
enforceable.
8. Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida
without regard to the principles of conflicts of laws
thereof and shall inure to the benefit of and be binding
upon Kalo, the Consultant and the Corporation and their
respective legal successors and assigns.
9. Remedies. In the event of a breach of any of the provisions
of this Agreement, the non-breaching party shall provide
written notice of such breach to the breaching party. The
breaching party shall have thirty (30) days after receipt of
such notice in which to cure its breach. If, on the
thirty-first (31st) day after receipt of such notice, the
breaching party shall have failed to cure such breach, the
non-breaching party thereafter shall be entitled to seek
damages. It is acknowledged that this Agreement is of a
<PAGE>
unique nature and of extraordinary value and of such a
character that a breach hereof by the Consultant or the
Corporation shall result in irreparable damage and injury
for which the non-breaching party may not have any adequate
remedy at law. Therefore, if, on the thirty-first (31st)
day after receipt of such notice, the breaching party shall
have failed to cure such breach, the non-breaching party
shall also be entitled to seek a decree of specific
performance against the breaching party, or such other
relief by way of restraining order, injunction or otherwise
as may be appropriate to ensure compliance with this
Agreement. The remedies provided by this section are
non-exclusive and the pursuit of such remedies shall not in
any way limit any other remedy available to the parties with
respect to this Agreement, including, without limitation,
any remedy available at law or equity with respect to any
anticipatory or threatened breach of the provisions hereof.
10. No Continuing Waiver. The waiver by any party of any
provision or breach of this Agreement shall not operate as
or be construed to be a waiver of any other provision hereof
or of any other breach of any provision hereof.
11. Notice. Any and all notices from either party to the other
which may be specified by, or otherwise deemed necessary or
incident to this Agreement shall, in the absence of hand
delivery with return receipt requested, be deemed duly given
when mailed if the same shall be sent to the address of the
party set out on the first page of this Agreement by
registered or certified mail, return receipt requested, or
express delivery (e.g., Federal Express).
12. Severability of Provisions. The provisions of this
Agreement shall be considered severable in the event that
any of such provisions are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable.
Such invalid, void or otherwise unenforceable provisions
shall be automatically replaced by other provisions which
are valid and enforceable and which are as similar as
possible in term and intent to those provisions deemed to be
invalid, void or otherwise unenforceable. Notwithstanding
the foregoing, the remaining provisions hereof shall remain
enforceable to the fullest extent permitted by law.
13. Assignability. This Agreement shall not be assignable
without the prior written consent of the non-assigning party
or parties hereto and shall be binding upon and inure to the
benefit of any heirs, executors, legal representatives or
successors or permitted assigns of the parties hereto.
14. Entire Agreement; Amendment. This Agreement contains the
entire agreement among the Corporation, Kalo and the
Consultant with respect to the subject matter hereof. This
Agreement may not be amended, changed, modified or
discharged, nor may any provision hereof be waived, except
by an instrument in writing executed by or on behalf of the
party against whom enforcement of any amendment, waiver,
change, modification or discharge is sought. No course of
<PAGE>
conduct or dealing shall be construed to modify, amend or
otherwise affect any of the provisions hereof.
15. Headings. The paragraph headings contained in this
Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of the
provisions of this Agreement.
16. Termination. The Corporation may terminate this Agreement
with or without cause at any time upon delivery of thirty
(30) days prior written notice to the other parties hereto.
Any such termination shall result in the termination of the
Consultant's respective rights to receive any further
compensation, except with respect to accrued compensation
which Consultant shall have the right to receive
notwithstanding termination hereof.
17. Survival. Sections 5, 6, 7, 8, 11 and 12 shall survive the
termination for any reason of this Agreement (whether such
termination is by the Corporation, upon the expiration of
this Agreement by its terms or otherwise).
* * * * *
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement
for Consulting Services to be executed and delivered by their
duly authorized officers as set forth below and have caused their
respective corporate seals to be hereunder affixed as of the date
first above written.
MEDCROSS, INC.
By: /s/ Henry Y.L. Toh
Henry Y.L. Toh, President
KALO ACQUISITIONS, L.L.C.
By: /s/ Jason H. Pollak
Jason H. Pollak, Manager
THE CONSULTANT
/s/ Jason H. Pollak
Jason H. Pollak
<S> <S>
</TABLE>
<TABLE>
MEDCROSS, INC.
3227 Bennet Street North
St. Petersburg, Florida 33713
March 5, 1996
Mr. Jason Pollak
Kalo Acquisitions, L.L.C.
165 EAB Plaza
West Tower, Suite 628
Uniondale, New York 11566-0165
RE: Termination of Consulting Agreement
Dear Jay:
This is to confirm, as we discussed, that Medcross, Inc. (the "Company") is hereby
notifying you of its desire to terminate the Amendment to and Restatement of the Amended and
Restated Consulting Agreement, dated March 4, 1996 (the "Consulting Agreement"), pursuant
to Section 16 thereof. Accordingly, pursuant to the foregoing section, the Consulting Agreement
will terminate thirty days from the date hereof.
By counter-execution below, you hereby acknowledge that the Company shall have no
further obligation to you and you shall have no further rights under the Consulting Agreement
or the Option Agreement, dated as of October 18, 1995 relating thereto, except with respect to
the option granted thereunder to you by the Company to purchase 50,000 shares of common
stock of the Company, which option became exercisable on February 1, 1996.
Thank you for your service to date.
Very truly yours,
/s/ Henry Y.L. Toh
Henry Y.L. Toh, President
Accepted and Acknowledged this 5th day of March, 1995:
KALO ACQUISITIONS, L.L.C.
By: /s/ Jason H. Pollak
Jason H. Pollak, Manager
THE CONSULTANT
/s/ Jason H. Pollak
Jason H. Pollak
cc: Ralph V. De Martino, Esquire
Victoria A. Baylin, Esquire
<S> <S>
</TABLE>
<TABLE>
COOPERS & LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Medcross, Inc. and subsidiaries on Form S-8 of our report dated
April 7, 1995, on our audits of the consolidated financial statements
of Medcross, Inc. and Subsidiaries as of December 31, 1994, and for the
years ended December 31, 1994 and 1993, which report is incorporated by
reference in this Annual Report of Form 10-KSB.
/s/ COOPERS & LYBRAND, L.L.P.
Tampa, Florida
March 1, 1996
<S> <S>
</TABLE>
