UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
I-Link Incorporated (formerly Medcross, Inc.)
(Name of Issuer)
Common Stock, $.007 par value
(Title of Class of Securities)
449927-10-2
(CUSIP Number)
Henry Y.L. Toh, Director
Four M International, Inc.
1980 Post Oak Boulevard, #1850
Houston, TX 77056
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 30, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ].
<PAGE> Page 1 of 15
SCHEDULE 13D
CUSIP NO. 449927-10-2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Four M International, Inc.
2. Check the appropriate box if a member of a group (a)[ ]
(b)[x]
3. SEC Use only
4. Source of Funds
N/A
5. Check Box if disclosure of legal proceedings is required pursuant to items
2(d) or (e)[ ]
6. Citizenship or place of organization
Barbados
7. Sole Voting Power 1,955,238
Number of Shares
Beneficially 8. Shared voting power --
Owned by
Each
Reporting 9. Sole dispositive power 201,480
Person
10. Shared dispositive power 1,753,758
11. Aggregate amount beneficially owned by each reporting person 1,955,238
12. Check box if the aggregate amount in row (11) excludes certain shares [ ]
13. Percent of class represented by amount in row (11)
14. Type of reporting person CO
<PAGE> Page 2 of 15
Item 1. Security and Issuer
This statement relates to the shares of common stock, $.007 par value per
share ("Common Stock"), of I-Link Incorporated (formerly Medcross, Inc.), a
Florida corporation ("Issuer"). The Issuer's principal executive offices are
located at 13751 S. Wadsworth Park Drive, Suite 200, Draper, Utah 84020.
Item 2. Identity and Background
Four M International, Inc., a company organized under the laws of Barbados
("Four M") was organized for the purpose of acquiring and holding shares of
stock in the Issuer. Four M's principal executive offices are located c/o 1980
Post Oak Boulevard, #1850, Houston, Texas 77056.
The directors of Four M are Henry Toh and Abe Dunn, both of whom are
citizens of the United States, and both of whom disclaim beneficial ownership
of the shares described herein.
None of Four M or any of its executive officers and directors have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
None of Four M nor any of its executive officers and directors during the
last five years, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Four M and Walnut Capital Corp, a Delaware corporation ("WCC"), Windy
City, Inc., a Delaware corporation ("WCI") and Canadian Imperial Bank of
Commerce Trust Company (Bahamas) Limited, a trust company organized under the
laws of The Commonwealth of the Bahamas, as Trustee ("CIB") (together,
Purchasers"), purchased 200,000 shares of Class A Variable Rate Cumulative
Convertible Preferred Stock, $10.00 par value per share ("Preferred Stock"),
pursuant to a Stock Purchase Agreement, dated February 19, 1992, by and among
the Issuer and the Purchasers ("Stock Purchase Agreement"). The Preferred
Stock was convertible into Common Stock. The 160,000 shares of Preferred
Stock purchased by Four M represented 64% of the voting control of the Issuer
at the time of purchase.. The Preferred Stock was purchased for the sum of
$2 million. A total of $1.6 million was paid by Four M for the purchase of
160,000 shares of Preferred Stock and the source of such funds was the working
capital of Four M.
Concurrent with the execution by WCC, WCI and CIB of a letter agreement
pursuant to which it agreed to sell all of the shares of Class A Preferred
Stock owned by it to third parties, the Stock Purchase Agreement was amended
on or about January 31, 1996 (a copy of which was filed as Exhibit 10(dd) to
the Medcross, Inc. Form SB-2 registration statement, No. 333-17861 (the
"Registration Statement") to provide that upon the sale of shares owned by
WCC, WCI and CIB, the Stock Purchase Agreement would be cancelled by its terms.
<PAGE> Page 3 of 15
Item 4. Purpose of Transaction
The Preferred Stock was acquired by Four M for investment purposes. Four
M has no present plans, agreements, understandings or other arrangements to
sell, assign or otherwise dispose of all or any part of the Common Stock owned
of record except as described herein in Item 6 and except that the shares as to
which Four M has sole dispositive power may be sold from time to time pursuant
to the Registration Statement.
Item 5. Interest in Securities of the Issuer
(a) The 160,000 shares of Preferred Stock were converted to an aggregate
of 3,915,570 shares of Common Stock on June 28, 1996. Thereafter, in accordance
with transactions described in Item 6 hereof, an aggregate of 1,960,332 shares
of such Common Stock have been sold, so that as of the date hereof Four M owns
an aggregate of 1,955,238 shares of Common Stock, 1,753,758 shares of which are
subject to the terms of the options described in Item 6 hereof.
(b) Four M has the sole power to vote or direct the vote of an aggregate
of 1,955,238 shares (13.6% of the shares outstanding as of November 7, 1997)
and sole power to dispose or to direct the disposition of 1,753,758 shares
owned subject to options as described in Item 6.
(c) As described in Item 6, Four M granted certain options to purchase
shares to certain parties who are not affiliates of Four M. On December 31,
1996 options to purchase an aggregate of 142,738 shares of Common Stock owned
by Four M were exercised at an exercise price of $1.79 per share; in July 1997
options to purchase an additional 250,000 shares of Common Stock were exercised
at an exercise price of $2.35 per share; in August 1997 options to purchase
an additional 340,109 shares were exercised at an exercise price of $2.45 per
share; in September 1997 options to purchase an additional 783,568 shares were
exercised at an exercise price of $2.54 per share and options to purchase an
aggregate of 441,480 shares expired; in October 1997 options to purchase an
additional 10,000 shares were exercised at an exercise price of $1.79 per
share; and in November 1997 options to purchase an additional 193,917 were
exercised at an exercise price of $1.79 per share. An additional 170,000
shares were sold in October 1997 and 70,000 shares were sold in November 1997
pursuant to the Registration Statement.
(d) No person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any of the shares of Common
Stock owned of record by Four M.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On February 21, 1996, Four M granted certain options to purchase shares
of the Company owned by Four M exercisable commencing July 1, 1996 (subject to
the satisfaction of certain conditions) to purchase 3,915,570 shares of Common
Stock. Henry Y.L. Toh, a director of the Issuer, is one of the two
<PAGE> Page 4 of 15
directors of Four M. The exercise price of $1.79 per share represents the
lesser of 200% of the average of the closing bid and ask price per share of
Common Stock for the ten (10) business days preceding July 1, 1996 or $1.79
per share. Commonwealth Associates and affiliates or associates thereof
received the right to purchase 545,285 shares of Common Stock prior to
December 31, 1996 and 537,500 shares of Common Stock prior to December 31,
1997. Benchmark Equity Group, Inc. received the right to purchase 545,285
shares of Common Stock prior to December 31, 1996 and 537,500 shares prior to
December 1997. Certain members of the then management of I-Link Worldwide,
Inc., namely, Clay Wilkes, Floyd Wilkes and Alex Radulovic, received the right
to purchase an aggregate of 825,000 shares of Common Stock prior to December
31, 1996 and 825,000 shares prior to December 31, 1997. Scott Cook received
the right to purchase 100,000 shares prior to December 31, 1996. On April 24,
1996, the Four M Options issued to Mr. Cook were canceled and options were
issued as of that date by Four M to Mr. Cook (50,000 shares), S.C. Culbreth
(25,000 shares) and John Beardmore (25,000 shares).
In August 1996 the Four M Options were amended to provide that in the
event that $200,000 in principal amount (i.e., exercise proceeds) of the Four
M Options have been exercised prior to December 31, 1996, the exercise period
of the remaining Four M Options exercisable during 1996 (the "1996 Four M
Options") would be extended to September 6, 1997 and the exercise price would
be increased by four percent (4%) of the then current exercise price for each
30 day period or portion thereof commencing January 1, 1997 in which the
remainder of the 1996 Four M Options are not exercised. Inasmuch as the
aggregate amount exercised exceeded $200,000 in principal amount, the exercise
period of the remaining Four M Options was extended to September 6, 1997.
Thereafter, certain of such option holders exercised and/or transferred
portions of such options, so that options exercisable until December 31, 1997,
at $1.79 are held, to the best knowledge and belief of Four M, as of November
30, 1997, as follows: William Baquet, 240,696 shares; C. Giordano, 10,000
shares; Phyllis Henderson, 20,000 shares; Commonwealth Associates, 231,779
shares; Clay Wilkes, 389,891 shares; Alex Radulovic, 250,000 shares; Floyd
Wilkes, 185,000 shares; Scott Cook, 25,000 shares; John Beardsmore, 12,500
shares; R.C. Culbreth, 12,500 shares; Benchmark Equity Group, 356,382 shares;
and Carl Shaifer, 20,000 shares.
Item 7. Material To be Filed as Exhibits
A. Form of Four M Option issued in February 1996.
B. Form of First Amendment to Four M Option.
<PAGE> Page 5 of 15
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 17, 1997 Four M International, Inc.
Date
By: /s/ Henry Y. L. Toh
Henry Y.L. Toh, Director
<PAGE> Page 6 of 15
Four M International, Ltd. Exhibit A
1980 Post Oak Boulevard
Houston, Texas 77056
February 21, 1996
[Name and address of Option Holder]
Re: Option to Acquire Class A Preferred Stock of Medcross, Inc. ("Medcross")
Gentlemen:
Four M International, Ltd. ("Four M") is the owner of 160,000 shares of
Class A Convertible Preferred Stock of Medcross (the "Preferred Stock") and
desires to grant to [name of option holder "Option Holder"] an option to
acquire the shares of common stock issuable upon conversion of shares of the
Preferred Stock (the "Common Stock") at an exercise price equal to the lesser
of: (i) 200% of the average of the closing bid and asked prices per share of
the Common Stock as quoted on the Nasdaq SmallCap Market for the ten days
preceding the initial exercise date set forth below, or (ii) $1.79 per share
the (the "Exercise Price"). In light of the foregoing, this letter is intended
to set forth the basic terms and conditions of the grant of such option.
Counter-execution below by you shall constitute the agreement, acknowledgement
and acceptance by Option Holder of the terms and conditions set forth herein.
1. Grant of Option. Four M hereby grants to Option Holder, subject to
the terms and conditions set forth herein, an option to acquire up to __________
shares of Common Stock issuable upon conversion of the Preferred Stock owned by
Four M at the Exercise Price as set forth above. Such option shall become
exercisable on July 1, 1996, subject to Section 2 below, and shall be exercised
by delivery of written notice to Four M of Option Holder's desire to exercise
all or a portion of the option granted herein (to the extent the same has
become exercisable as set forth in Section 2 below). Upon execution hereof,
Four M shall cause the shares of Preferred Stock to be converted into an
aggregate of _______ shares of Common Stock. Upon exercise of the option
granted herein, Four M shall transfer, deliver and surrender to Option Holder
certificates representing all of the shares of Common Stock issuable upon such
exercise. Each such certificate shall be properly endorsed in blank or
accompanied by a fully executed stock power relating thereto, or new
certificates representing the shares of Common Stock shall be issued in the
name of Option Holder. Concurrent with delivery of such certificates to Option
Holder, Option Holder shall deliver via wire transfer of immediately available
funds an aggregate amount equal to the exercise price attributable to the
number of shares of Common Stock being acquired upon such exercise of the
option.
<PAGE> Page 7 of 15
[Name of Option Holder]
February 21, 1996
Page 8
2. Option Term; Expiration. The option granted herein shall be
exercisable through the close of business on December 31, 1997 to purchase up
to _________ shares of Common Stock; provided, however, that Option Holder must
exercise its right to acquire an aggregate of ________ shares of such Common
Stock on or before the close of business on December 31, 1996. In the event
that Option Holder fails to exercise its right to acquire the foregoing shares
of Common Stock on or before the close of business on December 31, 1996, Option
Holder's right to acquire such shares of Common Stock shall expire unexercised
and Option Holder shall thereafter retain only the right to acquire the
remaining ________ shares of Common Stock subject hereto through the close of
business on December 31, 1997, at which time the option granted herein shall
expire altogether if not previously exercised.
3. Representations and Warranties of Four M. Four M hereby represents
and warrants to Option Holder as follows:
(a) Authorization. Four M has taken all steps necessary and has all
the necessary corporate power to enter into this letter agreement, to grant the
option described herein and to consummate the transactions contemplated hereby.
This letter agreement has been duly and validly executed and delivered by Four
M and is the valid and binding obligation of Four M, enforceable against it in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect, or by legal or equitable principles, relating
to or limiting creditors' rights generally and except that the remedy of
specific performance and injunctive and other forms of equitable relief are
subject to certain equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
(b) Capitalization. The number of shares of Preferred Stock owned
by Four M as of the date hereof is as set forth herein. The shares of Preferred
Stock owned by Four M, to the best knowledge of Four M, have been duly
authorized, validly issued and are fully paid and nonassessable. Four M is the
sole legal and beneficial owner of the foregoing shares of Preferred Stock.
All of such shares of Preferred Stock are owned free of preemptive rights and
free and clear of all claims, liens, pledges, mortgages, charges, security
interests, encumbrances and other restrictions and/or limitations of any kind
whatsoever. The acquisition of the Preferred Stock by Four M was for such
member's own account and was not with a view toward distribution or resale
thereof.
(c) Agreements; Actions. Neither execution and delivery of this
letter agreement nor consummation of the transactions contemplated hereby will
constitute or cause a violation or breach of any provision of any document,
agreement, contract or understanding to which Four M is a party or by which
Four M is bound. There is no action, suit, proceeding or investigation pending
or threatened which could restrict the ability of Four M to perform its
obligations hereunder and there are no grounds for or facts, events or
circumstances which could form the basis of any such action that could cause
or result in any such
<PAGE> Page 8 of 15
[Name of Option Holder]
February 21, 1996
Page 9
action, suit, proceeding or investigation or which is probable of assertion.
Four M is not in default in respect of any judgment, order, writ, injunction
or decree of any court or any federal, state, local or other governmental
agency, authority, body, board, bureau, commission, department or
instrumentality, and execution and delivery of this letter agreement and
consummation of the transactions contemplated hereby will not constitute or
cause a violation, breach or default of or under any of the foregoing.
4. Representations and Warranties of Option Holder. Option Holder
hereby represents and warrants to Four M as follows:
(a) Authorization. Option Holder has taken all steps necessary and
has all the necessary power to enter into this letter agreement, to receive the
option granted herein and to consummate the transactions contemplated hereby.
This letter agreement has been duly and validly executed and delivered by
Option Holder and is the valid and binding obligation of Option Holder,
enforceable against it in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect, or by legal or equitable
principles, relating to or limiting creditors' rights generally and except that
the remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
(b) General Investment Representations. Option Holder
understands that: (i) the Preferred Stock (and the Common Stock issuable upon
conversion thereof) has not been the subject of registration under the
Securities Act of 1933 (the "1933 Act"), the federal securities laws or the
laws of any state; (ii) absent an exemption from registration under such laws,
the issuance and sale of the Preferred Stock (and the shares of Common Stock
issuable upon conversion thereof) would require registration; and (iii) the
transactions contemplated hereby are being undertaken in reliance upon
exemption from the registration requirements of the 1933 Act.
(c) Agreements; Actions. Neither execution and delivery of this
letter agreement nor consummation of the transactions contemplated hereby will
constitute or cause a violation or breach of any provision of any document,
agreement, contract or understanding to which Option Holder is a party or by
which Option Holder is bound. There is no action, suit, proceeding or
investigation pending or threatened which could restrict the ability of Option
Holder to perform its obligations hereunder and there are no grounds for or
facts, events or circumstances which could form the basis of any such action
that could cause or result in any such action, suit, proceeding or investigation
or which is probable of assertion. Option Holder is not in default in respect
of any judgment, order, writ, injunction or decree of any court or any federal,
state, local or other governmental agency, authority, body, board, bureau,
commission, department or instrumentality, and execution and delivery of this
letter agreement and consummation of the transactions
<PAGE> Page 9 of 15
[Name of Option Holder]
February 21, 1996
Page 10
contemplated hereby will not constitute or cause a violation, breach or default
of or under any of the foregoing.
5. Registration. Medcross shall prepare and file or cause to be
prepared and filed, at itsexpense and as soon as practicable after execution
hereof (but in no event later than 90 days thereafter), a registration
statement under the Securities Act of 1933 with the Securities and Exchange
Commission (the "SEC") relating to the reoffer and resale of the shares of
Common Stock subject hereto and shall use its best efforts to cause the same
to be declared effective as soon as possible thereafter. Medcross shall keep
any such registration statement effective for a period of 120 days after
declaration of effectiveness by the SEC. In the event that Medcross shall
fail to file the foregoing registration statement with the time set forth
above, it shall include for registration the shares of Common Stock subject
hereto in the first registration statement filed by Medcross thereafter.
Notwithstanding the foregoing, in the event that Medcross determines to
register the offer and sale of any of its securities pursuant to an underwritten
offering and the underwriter thereof so requests, Option Holder hereby agrees to
refrain from selling the securities subject hereto for a period of up to twelve
months from the date of effectiveness of any such registration statement.
6. Assignment. Neither of the parties to this letter agreement shall
have the authority to assign its respective rights or obligations hereunder
without the prior written consent of the other party hereto, which consent
shall not be unreasonably withheld.
7. Termination. This letter agreement may not be terminated by either
of the parties hereto for any reason other than expiration hereof by its terms.
This letter agreement shall have full force and effect and shall be the binding
obligations of the parties hereto.
8. Fees and Expenses. Except as otherwise set forth herein, each of
the parties hereto will be responsible for payment of its own expenses incurred
in connection with the execution, delivery and performance of this letter
agreement and for all matters relating to consummation of the transactions
contemplated hereby.
9. Modification, Amendment and Waiver. The provisions hereof may be
amended, modified or waived by mutual consent of the parties hereto; provided
however, that any such amendment, modification or waiver must be in writing
and must be signed by each of the parties hereto.
10. Brokers. Each of the parties hereto hereby acknowledges that no
broker or finder has been engaged by it or on its behalf in connection with
execution of this letter or consummation of the transactions contemplated
hereby. The parties hereto hereby agree to indemnify one another against the
claims of any broker or finder who claims through any of the parties as an
indemnifying party hereunder.
<PAGE> Page 10 of 15
[Name of Option Holder]
February 21, 1996
Page 11
11. Entire Agreement. This letter agreement sets forth the entire
agreement and understanding between the parties hereto with respect to the
transactions contemplated hereby and supersedes any and all prior agreements
and/or understandings with respect to such transactions, whether written or
oral.
12. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of Florida without regard
to such jurisdiction's principles of conflicts of laws.
13. Notices. Any notice, request, instruction or other document required
to be given hereunder by any party hereto shall be in writing and shall be
delivered personally, by facsimile transmission or telex, or sent by registered,
certified or express mail, postage prepaid and addressed as follows:
If to Option Holder: [Name and Address of Option Holder]
If to Four M: Mr. Henry Y.L. Toh
Four M International, Ltd.
1980 Post Oak Boulevard
Houston, Texas 77056
Phone: (713) 622-3866
Facsimile: (713) 942-9888
with a copy to: Ralph V. De Martino, Esq.
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W., Suite 400
Washington, D.C. 20036
Phone: (202) 659-0494
Facsimile: (202) 659-1290
or to such other persons or addresses as may be designated in writing by the
party to whom such notice, request or instruction is to be sent. If sent as
directed herein, the date of mailing or facsimile transmission shall be the
date on which any such notices, request or instruction shall be deemed to have
been delivered.
14. Counterparts. This letter agreement may be executed in counterparts,
each of which shall be an original, but all of which shall constitute one and
the same letter agreement.
15. Severability. The provisions of this letter 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
<PAGE> Page 11 of 15
[Nmae of Option Holder]
February 21, 1996
Page 12
otherwise unenforceable. Such invalid, void or otherwise unenforceable
provisions shall be automatically replaced by another provision or 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.
16. Headings. The headings set forth herein are inserted for convenience
of reference only. Such headings shall not be deemed to constitute a part
hereof.
* * * * *
<PAGE> Page 12 of 15
Execution below shall constitute agreement, acknowledgement and acceptance
of the terms and conditions set forth above. Upon counter-execution hereof,
this letter agreement shall be deemed to be effective and binding as of the
date hereof. Please counter-execute this letter agreement in the space
provided below and thereafter return the same to Four M by facsimile
transmission and by overnight mail/delivery service.
Four M International, Ltd.
By: _________________________
Henry Y.L. Toh
Agreed to and Accepted
this 21st day of February, 1996:
Option Holder
By: ________________________________
Medcross, Inc.
By: _______________________________
Henry Y.L. Toh
<PAGE> Page 13 of 15
EXHIBIT B
Four M International, Ltd.
1980 Post Oak Boulevard
Houston, Texas 77056
August ____, 1996
[Name and address of Option Holder]
Re: Amendment to Option to Acquire Class A Preferred Stock of Medcross, Inc.
Gentlemen:
On or about February 21, 1996 Four M International, Ltd. ("Four M")
granted options (the "Four M Options") to purchase an aggregate of 3,915,570
shares of Common Stock of Medcross, Inc. ("Medcross") to Commonwealth
Associates and certain affiliates or associates thereof, members of management
of ILINK and Benchmark, including options held by you (collectively, the "Four
M Optionholders"). Of such Four M Options, options to purchase an aggregate of
2,011,678 shares are exercisable from July 1, 1996 through December 31, 1996
(the "1996 Four M Options") and options to purchase an aggregate of 1,903,892
shares are exercisable from July 1, 1996 through December 31, 1997. This
letter is intended to set forth our understanding of the modification of
certain of the terms and conditions of such Four M Options, including the terms
of the Four M Option held by you.
In consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the Four
M Option heretofore granted to you is hereby amended as follows:
In the event that $200,000 in principal amount (i.e., exercise proceeds)
of the Four M Options have been exercised prior to December 31, 1996 (the
"Partial Exercise"), the exercise period relating to the remaining 1996 Four M
Options will be extended to a date which is twelve (12) months from the final
closing of the Medcross private offering of Class C Preferred Stock. In
addition, in the event of such Partial Exercise, for every thirty (30) day
period or portion thereof commencing January 1, 1997 in which the remainder of
the 1996 Four M Options are not exercised, the minimum exercise price of the
1996 Four M Options (presently $1.79 per share) shall be increased by four
percent (4%) of the then current exercise price. In the event of such
extension, it is our understanding that the 1996 Four M Options shall be
exercisable at the following prices:
<PAGE> Page 14 of 15
[Name of Option Holder]
August ___, 1997
Page 2
Period Price
January 1, 1997 through January 31, 1997 $1.86
February 1, 1997 through February 28, 1997 1.93
March 1, 1997 through March 31, 1997 2.01
April 1, 1997 through April 30, 1997 2.09
May 1, 1997 through May 31, 1997 2.17
June 1, 1997 through June 30, 1997 2.26
July 1, 1997 through July 31, 1997 2.35
August 1, 1997 through August 31, 1997 2.45
All other terms and conditions of the Four M Options shall remain
unchanged.
Execution below shall constitute agreement, acknowledgment and acceptance
of the modification of the terms and conditions of the Four M Options as set
forth above. Upon counter-execution hereof, this letter agreement shall be
deemed to be effective and binding as of the date hereof. Please counter-
execute this letter agreement in the space provided below and thereafter
return the same to Four M by facsimile transmission and by overnight mail/
delivery service.
Four M International, Ltd.
By: __________________________
Henry Y.L. Toh, Director
Agreed to and Accepted
this ______ day of August, 1996:
[Option Holder]
By: ________________________________
<PAGE> Page 15 of 15
