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): April 23, 1996
SAGE RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-32341-D 84-1127336
- --------------------------- ----------------------- --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
10 Exchange Place, Suite 309, Salt Lake City, Utah 84111
--------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code:(801) 364-3500
N/A
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On April 23, 1996, Ken Wolf, a principal shareholder of Sage Resources,
Inc., a Colorado corporation, (the "Company") entered into a stock
purchase agreement ("Purchase Agreement") and voting trust agreement
("Voting Agreement") with Exchange Place Capital Partners, LLC, a Utah
limited liability company ("Exchange Place"). Pursuant to the terms of the
Purchase Agreements, Mr. Wolf agreed to sell to Exchange Place,
seventeen thousand shares (17,000) of the Company's common stock for a
purchase price of one hundred thousand dollars ($100,000). The funds
used to purchase the stock was that of members of Exchange Place who
will be repaid such funds by Exchange Place. No time frame has been set
for the repayment of the funds nor is any interest being charged. The
Purchase Agreement also required the board of directors of the Company
on the date of the Purchase Agreement to resign and a new board to be
inserted. Additionally, under the terms of the Voting Agreement, the
seventeen thousand shares (17,000) purchased along with an additional
fifteen thousand shares (15,000) of Mr. Wolf were to be placed in a voting
trust with Dean Becker, attorney at law, and officer of Exchange Place, to
vote the shares at his discretion. As there are only 60,000 shares
outstanding on the date of the Voting Agreement, it effectively gave Mr.
Becker over 51% of the voting control of the Company. Although not
officers or directors, Exchange Place with their voting power, should be
considered to be in control of the Company. Exchange Place is controlled
by Adrian Wilson. Exchange Place specializes in mergers and acquisitions
and locating business or business opportunities for companies. The Company
and Exchange Place intend to enter into a consulting contract whereby
Exchange Place will provide certain consulting work in exchange for
compensation of $110,000 cash and option to purchase up to 140,000 shares
of common stock at an exercise price of $0.001 per share. Giving Exchage
Place relationship to the Company and Board of Directors, the consulting
contract should not be considered arm's length.
On April 23, 1996, Kenneth J. Wolf, Stephen P. Herrera, and Jamie M.
Williams, the existing board of directors of the Company, resigned from
their positions as directors and officers of the Company and appointed
Jonathan Winters and Lisa A. Valerio, nominees of Exchange Place, to the
board of directors. None of the former directors of the Company have
indicated to the Company that they had any disputes with it. Mr. Winters
was also appointed the president of the Company. The following is a brief
biography of the new board of directors:
Jonathan Winters, age 35, has been a manager of Costco Wholesale, Inc.
since 1985. Mr. Winters also is the co-founder of a fishing lure business
headquartered in Salt Lake City, Utah. Mr. Winters graduated from the
University of Utah with a Bachelor of Science Degree.
Lisa A. Valerio, age 27, has been a full time employee of Phillips 66 Co., a
major petroleum refiner and distributor, for the past five years. Ms. Valerio
has worked in the finance department of Phillips 66, the human resource
department and currently holds the position of rail coordinator where she
has responsibility for transportation of oil products over the rail system.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
c. Exhibits
<CAPTION>
Exhibit No. SEC Exhibit No. Title of Exhibit Page
----------- --------------- ---------------- ----
<C> <C> <S> <C>
99.01 99 Stock Purchase Agreement
between Ken Wolf and Exchange Place *
99.02 99 Voting Trust Agreement
between Ken Wolf, Exchange Place
and Dean Becker *
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
Sage Resources, Inc.
Date: June 10, 1996 By: /s/ Jonathan Winters, President
-----------------------------------
Jonathan Winters, President
PURCHASE AGREEMENT
BY AND AMONG
Ken Wolf
and
Exchange Place Capital Partners,
LLC
April ___, 1996
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is
executed this _____ day of April, 1996, by and among Exchange Place
Capital Partners, LLC, ("Buyer") and Ken Wolf, ("Seller") a stockholder
in Sage Resources, Inc.,(the "Company").
WHEREAS, Seller is the owner of shares of stock in the Company; and
WHEREAS, the Company is a publicly-held corporation and
WHEREAS, the parties intend by this Agreement to provide for the
acquisition by Buyer of seventeen thousand shares (17,000)of the Company's
common stock, owned legally or beneficially by Seller (collectively, the
"Shares");
NOW, THEREFORE, in consideration of the mutual
covenants and obligations set forth herein, it is agreed as follows:
1. Purchase of Company Shares. Subject to the terms and
conditions contained herein, Buyer agrees to purchase and Seller agrees to
sell, transfer, convey and assign to Buyer, for the consideration described in
Section 2 below, all of the Shares free and clear of all liens, claims and
encumbrances.
2. Consideration.
(a) At the Closing, as defined in Section 6 below, Buyer
shall pay to the Seller the total aggregate amount of one hundred
thousand dollars ($100,000) ("Purchase Price").
3. Restrictive Legend. The certificates representing the shares shall
contain the following restrictive legend:
The shares represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act") and
are "restricted securities" as that term is defined in Rule 144
under the Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of
which is to be established to the satisfaction of the Company.
4. Representations and Warranties of the Seller. To induce
Buyer to enter into this Agreement, the Seller represents and warrants to
Buyer that the following statements are true, correct and complete as of the
date hereof, and will be true, correct and complete as of the date of Closing:
(a) Ownership of Shares. Seller owns, beneficially and of
record, the number of Shares to be sold by him, free and clear of any
lien, security interest, pledge, claim, demand or encumbrance or
restriction of any kind or character whatsoever. All such Shares are
duly authorized, validly issued, fully paid and nonassessable and have,
in his hands, and will have in the hands of Buyer, all the rights,
privileges and preferences ordinarily accorded to capital stock or
equity securities.
(b) Authority. Seller now has and will have, at the Closing, full
power, authority and legal right to sell its Shares to Buyer pursuant to
this Agreement and without the consent or approval of any other
party. This Agreement has been duly and validly authorized, executed
and delivered by, and is the valid and binding obligation of Seller.
(c) Outstanding Options. There are no outstanding options
or other convertible securities or options to purchase shares of
Common Stock of the Company, except the outstanding warrants.
5. Representations, Warranties and Agreements of Buyer.
Buyer represents and warrants to and agrees with the Seller that:
(a) Authority. Buyer has full right, power and authority to
execute, deliver and perform the terms of this Agreement. This
Agreement has been duly authorized by Buyer and constitutes a
binding obligation of Buyer, enforceable in accordance with its terms.
(b) Restricted Securities. Buyer hereby acknowledges that the
shares purchased in this transaction have not been registered under the
Securities Act of 1933 (the "Act") and are "restricted securities" as
that term is defined in Rule 144 under the "Act." The shares may not
be offered for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act or pursuant to an
exemption from registration under the Act, the availability of which is
to be established to the satisfaction of Sage Resources, Inc.
6. The Closing. The Closing of the purchase and sale of the Shares
shall take place at the offices of Jon D. Sawyer, legal counsel for Sage
Resources, Inc., on April 24, 1996. At the Closing, the Seller shall produce
and deliver the following:
(a) A certificate representing 17,000 shares of common stock of
Sage Resources, In., which certificate shall be duly endorsed;
(b) A certificate representing 15,000 shares of common stock of
Sage Resources, Inc. in the name of Seller which is for the Voting
Trust Agreement dated April 24, 1996.
(c) Resignations of the three persons who are officers and directors
of Sage Resources, Inc.
(d) The checking account records and check book for Sage
Resources, Inc.;
(e) All original corporate records of Sage Resources, Inc.;
(f) All SEC filings of Sage Resources, Inc.;
and the Buyer shall deliver $100,000 in cleared funds into the trust account
of Jon D. Sawyer, P.C.
Jon D. Sawyer will act as the closing agent and will accept the certificates
and other documents listed above. Once all documents are in his possession
and when $100,000 are in his trust account, he will deliver the certificates
and documents to the Buyer and he will disburse the funds to the Seller.
7. Indemnification. Buyer agrees to indemnify, defend and hold Seller
harmless against and in respect of any and all claims, liability, costs or
expenses, including reasonable attorneys fees, that he may incur of suffer,
which arise out of or relate to any breach of, or failure by the buyer to
perform any of its representations or covenants in this Agreement or in any
schedule or other instrument furnished by Buyer in connection with this
Agreement or which arise out of any actions taken by the new Board of
Directors during the six monthly period following the date of this Agreement.
8. Miscellaneous Covenants of Company and Sellers.
(a) Further Actions. The Company and the Seller warrant
and agree that they will from time to time hereafter execute whatever
instruments and take whatever actions Buyer may reasonably deem
necessary or desirable to effect, perfect or confirm of record in Buyer
full right, title and interest in and to the shares, or to carry out the
intent and purposes of the transactions contemplated hereby.
9. Miscellaneous.
(a) Survival. All parties agree that the representations,
warranties and agreements contained in this Agreement shall survive
the Closing and shall thereafter remain in full force and effect.
(b) Severability. If any term or provision of this Agreement,
including the exhibits hereto, or the application thereof to any person,
property or circumstances, shall to any extent be invalid or
unenforceable, the remainder of this Agreement, including the exhibits
or the application of such term or provision to persons, property or
circumstances other than those as to which it is invalid and
unenforceable, shall not be affected thereby, and each term and
provision of this Agreement and the exhibits shall be valid and
enforced to the fullest extent permitted by law.
(c) Notices. Any notices, requests or consents hereunder
shall be deemed given, and any instrument delivered, two days after
they have been mailed by first class mail, postage prepaid, or twelve
hours after such notice has been sent by straight telegram, telegraphic
charges prepaid, or upon receipt if delivered personally, to the
addresses indicated on the signature page, except that any party may
from time to time, by written notice to the other party, designate
another address which shall thereupon become its effective address for
the purposes of this Section.
(d) Entire Agreement. This Agreement, including the
exhibits and documents referred to herein which are a part hereof,
contains the entire understanding of the parties hereto with respect to
the subject matter contained herein and may be amended only by a
written instrument executed by the Buyer and the Seller or their
respective successors or assigns. There are no restrictions, promises,
warranties, covenants, or undertakings other than those expressly set
forth or referred to herein. Any Section headings or table of contents
contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
(e) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and
the same instrument.
(f) Binding Affect. This Agreement shall inure to the
benefit of and be binding upon Sellers and Buyer and the Company
and their respective successors, but shall not inure to the benefit of
anyone other than the parties signing this Agreement and their
respective successors.
(g) Governing Law. This Agreement shall be governed by
the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
BUYER:
Exchange Place Capital Partners, LLC
By:______________________________
Dean Becker
Address:10 Exchange Place Suite 309
Salt Lake City, Utah 84111
SELLER:
Ken Wolf.
Address:__________________________
_________________________________
_________________________________
Closing Agent
________________________________
Jon D. Sawyer
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made as of the
______ day of April, 1996, by and among the individuals Ken Wolf and Exchange
Place Capital Partners, LLC, a Utah Limited Liability Company (individually, a
"Shareholder" and collectively, the "Shareholders") and Dean Becker and his
successors as Voting Trustee (being referred to in this Agreement as "Voting
Trustee").
RECITALS:
A. Shareholders are the owners and holders of the shares of voting
common stock of Sage Resources, Inc., ("Company"). The share certificates
listed on Exhibit A are referred to in this Agreement as the "Certificates"
and the shares represented thereby as the "Shares".
B. Shareholders deem it advisable and in the best interests of
Shareholders and Company to enter into this Agreement.
C. Voting Trustee has consented to act pursuant to this Agreement for
the purposes herein provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Deposit of Shares. Simultaneously with the execution of this
Agreement, each Shareholder shall transfer to and deposit with Voting Trustee,
as Voting Trustee, the Certificates owned by such Shareholder. Voting Trustee
shall surrender the Certificates to Company, and Company shall issue and
register therefor new certificates as follows: "Dean Becker, solely as the
VOTING TRUSTEE for [Shareholder] pursuant to a Voting Trust Agreement,
dated as of April 18, 1996". Voting Trustee shall thereupon
ssue and deliver to each Shareholder a Voting Trust Certificate in the
form attached hereto as Exhibit B for the Shares of such Shareholder
deposited with Voting Trustee.
2. Rights of Shareholders. Each Shareholder shall have all rights,
privileges, and benefits as a shareholder of the Company, except the right to
vote the Shares. Voting Trustee shall have no beneficial ownership interest
in the Shares, except for the right as Voting Trustee to vote such Shares
subject to the terms and conditions of this Agreement. All Shares shall
be voted taking into account stock splits, stock dividends
or similar corporate activity.
3. Distributions on Shares. Each Shareholder hereby authorizes
Company, and Voting Trustee hereby consents to: (a) the payment by Company
directly to the Shareholders of all payments or other distributions with
respect to the Shares (other than payments or distributions of capital
stock on the Shares, which distributions will be subject to the terms of
this Agreement) and (b) the furnishing by Company directly
to the Shareholders of all notices to shareholders of Company.
<PAGE>
4. Voting Trustee's Right to Vote. Subject to the terms and conditions
of this Agreement, Voting Trustee shall have the exclusive rights with respect
to the Shares to:
(a) Vote the Shares,
(b) Waive notice of meetings, and
(c) Give written consents in lieu of voting,
in person or by proxy, at any meeting of the shareholders of Company for
whatever purpose called, in any manner he deems appropriate and in any
proceedings, whether at a meeting of the shareholders or otherwise, where
the vote or written consent of the shareholders may be required or
authorized by law; provided, however, that Voting Trustee shall use his best
efforts to notify each Shareholder in advance of taking any
such actions, and shall notify each Shareholder of all actions taken by him.
5. Books and Records. Voting Trustee shall keep and maintain a record
of the holders of a beneficial interest in the Voting Trust created by this
Agreement, giving the names and addresses of all such holders, and the
number and class of the shares in respect to which each such holder has a
beneficial interest. Voting Trustee shall deposit a copy of such records
and a duplicate original of this Agreement with Company at its known place
of business. The copy of this Agreement and the copy of such records so
deposited with Company shall be subject to the same right of
examination by a shareholder of Company, in person or by agent or attorney, as
are the books and records of Company, and such copy of this Agreement and the
copy of such records shall be subject to examination by any holder of record
of a beneficial interest in the Voting Trust created by this Agreement,
either in person or by agent or attorney, at any reasonable time for any
proper purpose. This Agreement and the names, addresses, and beneficial
share interests reported in this Agreement shall constitute the
initial books and records of the Voting Trustee until such time as such names,
addresses, or beneficial share interests are changed and notice thereof is
given to Voting Trustee, at which time Voting Trustee shall deposit a copy of
the amended records with Company.
6. Transfers. Voting Trust Certificates issued pursuant to this
Agreement shall be transferable only on the books of Voting Trustee under
such rules as Voting Trustee may make, and Voting Trustee may at all times
and for all purposes treat the registered owner of each outstanding Voting
Trust Certificate as the sole owner thereof. If the Shares are subject to
share transfer restrictions, or shareholder buy-sell agreements or other
arrangement, then such restrictions and buy-sell arrangements shall apply
in all respects to the Voting Trust Certificates issued pursuant to this
Agreement.
7. Duplicate Voting Trust Certificates. If any Voting Trust
Certificate issued pursuant to this Agreement shall be mutilated, destroyed,
lost, or stolen, Voting Trustee shall issue a duplicate Voting Trust
Certificate, upon evidence of such mutilation
<PAGE>
destruction, loss, or theft satisfactory to Voting Trustee, together with
reasonable indemnity satisfactory to Voting Trustee.
8. Additional Shares. If a Shareholder receives additional shares of
common stock of Company during the term of this Agreement, such stock shall be
transferred to Voting Trustee pursuant to Paragraph 1 hereof immediately upon
the issuance of such stock, and all such stock shall be subject to the terms
and conditions of this Agreement.
9. Withdrawal of Shares; Permitted Sales.
(a) Shares may only be withdrawn from this Voting Trust to
effectuate a "Permitted Sale" (as hereinafter defined). Such withdrawal shall
be made upon written instructions by a Shareholder to Voting Trustee,
accompanied by such other written documentation as Voting Trustee may
reasonably request. Shares may be withdrawn only to effectuate a Permitted
Sale, and if such sale is not consummated, the Shares shall be redeposited
with Voting Trustee.
(b) During the term of this Agreement, a Shareholder shall be
entitled, from time to time, to sell or otherwise dispose of Shares (a
"Permitted Sale").
10. Trustee Compensation. The Voting Trustee shall serve without
compensation.
11. Liability of the Voting Trustee. Neither Voting Trustee nor any
successor Voting Trustee shall be liable by reason of any matter or thing
in any way arising out of or in relation to this Agreement except for such
loss or damage as the Voting Trust Certificate holders may suffer by reason
of any matters relating to voting of the Shares due to the willful
malfeasance of Voting Trustee. No Voting Trustee acting under this
Agreement shall be required to give a bond or other security for the faithful
performance of his duties.
12. No Limitation on Trustee Activities. Nothing in this Agreement
shall disqualify Voting Trustee or any successor Voting Trustee from voting
for himself to serve or from serving Company or any of its subsidiaries or
affiliates as an officer or director or in any other capacity and from voting
in favor of receiving compensation for such services. Nothing in this
Agreement shall disqualify Voting Trustee or any successor Voting Trustee from
dealing or contracting with Company either as a vendor, purchaser,
or otherwise, nor shall any transaction or contract be affected or invalidated
because any Voting Trustee or successor Voting Trustee or any firm or
corporation of which any Voting Trustee or successor Voting Trustee is a
member, shareholder, director, officer, or employee is in any way interested
in such transaction or contract.
13. Necessity of Proxy. If at any time, Voting Trustee is temporarily
unable to act and perform his duties to vote the Shares over which he has
voting power pursuant to this Agreement, such Voting Trustee may appoint
another individual, in such Voting Trustee's sole discretion, as his proxy
to act in his name and to vote the Shares.
14. Successor Voting Trustee.
<PAGE>
(a) Resignation. Voting Trustee shall have the right at any time
hereafter to designate a successor Voting Trustee to succeed him, effective
upon Voting Trustee's resignation, by notice in writing sent by certified mail
to Company and each Shareholder. In the event the successor designated fails
to accept the office of Voting Trustee, the resigning Voting Trustee shall again
designate a successor pursuant to this Section.
(b) Death, Incompetency, or Disability. In the event of the death,
determination of legal incompetency, or legal disability of Dean Becker,
Adrian Wilson shall serve as successor Voting Trustee, If any of the
foregoing persons are unwilling or become unable to serve as Voting Trustee,
then the successor Trustee shall be chosen, from time to time, by the Share-
holders from among three (3) nominees proposed by the Board of Directors of
Company.
(c) Qualifications; Power. Any successor to any Voting Trustee
shall be an individual and not a corporation, partnership, or other entity.
All the rights, powers, and privileges of the Voting Trustee shall be
possessed by each successor Voting Trustee.
15. Term of Agreement. The Term of Agreement is when any additional
shares are issued in the company. Shares will be immediately returned to
optionor.
16. Notices. Any notice to or communication with a Shareholder shall
be deemed sufficiently given or made if sent by certified mail, addressed
to the Shareholder at its address appearing on the books and records of
Voting Trustee, and all such notices shall be deemed given when sent.
Notices to Voting Trustee or Company shall be sent by certified mail to
their respective addresses specified below and shall be deemed
given when sent:
Voting Trustee: Dean Becker
10 Exchange Place Suite 309
Salt Lake City, Utah 84111
Company: Sage Resources, Inc.
ATTN: Ken Wolf
2601 Blake Street
Denver, Colorado 80205
17. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which is deemed to be an original, and all of which
taken together shall constitute but one and the same agreement.
<PAGE>
19. Severability. If at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent
jurisdiction to be illegal, void, or unenforceable, only the portions held
to be illegal, void, or unenforceable shall be of no force and effect, but
the illegality or unenforceability of such provision shall have
no effect upon and shall not impair the enforceability of any other
provision of this Agreement. Any court order striking any portion of this
Agreement shall modify the stricken terms as narrowly as possible to give
as much effect as possible to the intentions of the parties under this
Agreement.
20. Binding Effects; Benefits. This Agreement shall inure to the
benefit of, and be binding upon the parties hereto and their respective
successors and permitted assigns.
21. Waiver, etc. Any provision of this Agreement which may legally be
waived may be waived at any time by the party entitled to the benefit thereof.
The failure of any of the parties hereto at any time to enforce any of the
provisions of this Agreement shall not be deemed or construed to be a
waiver of any such provision, nor to affect in any way the validity of this
Agreement or any provisions hereof or the right of any of
the parties hereto thereafter to enforce each and every provision of this
Agreement. No waiver of any breach of any of the provisions of this
Agreement shall be effective unless made in writing and signed by the
parties hereto. No waiver of any such breach shall be construed or deemed to
be a waiver of any other or subsequent breach.
22. Entire Agreement. This Agreement expresses the entire agreement
among the parties with respect to the subject matter hereof. This Agreement
may not be changed or modified except in writing executed by all the parties
hereto. Captions appearing in this Agreement are for convenience of reference
only and shall not be deemed to explain, limit, or amplify the provisions
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, as of
the day and year first above written.
SHAREHOLDERS:
Exchange Place Capital Partners, LLC
a Utah Limited Liability Company
By______________________________________
Dean Becker, President
Ken Wolf
________________________________________
VOTING TRUSTEE:
<PAGE>
________________________________________
Dean Becker
EXHIBIT B
THIS VOTING TRUST CERTIFICATE AND THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND ARE HELD SUBJECT TO AN AGREEMENT
DESCRIBED BELOW. SUCH SHARES MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, OR HYPOTHECATED
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
VOTING TRUSTEE AND IN COMPLIANCE WITH THE ACT
AND THE RULES AND REGULATIONS THEREUNDER.
Voting Trust Certificate
Number 1 _____ Shares
Dean Becker is the voting trustee ("Voting Trustee") of certain shares of
Common Stock, no par value (the "Stock"), of Sage Resources, Inc.,
("Company"), pursuant to a Voting Trust Agreement, dated as of April 18,
1996, (the "Voting Trust Agreement"), between Voting Trustee and certain
individuals and entities identified in the Voting Trust Agreement,
including Ken Wolf and Exchange Place Capital Partners, LLC, (the
"Shareholder") a copy of the Voting Trust Agreement being on file at the
registered office of Company. Voting Trustee has received and is holding
____ shares of the Company's Stock for the benefit of Shareholder pursuant to
such Voting Trust Agreement. This Certificate and the interest represented
hereby is not transferable, except with the prior written consent of Voting
Trustee, and then only on the books of Voting Trustee upon surrender of this
Certificate properly endorsed subject to all restrictions on transfer of the
underlying stock. Any transfer must be accompanied with an opinion of counsel
satisfactory to Company and its legal counsel to the effect that the proposed
transfer of this Certificate will not violate any applicable federal or state
securities laws. The holder of this Certificate takes it subject to all the
terms and conditions of the Voting Trust Agreement and by acceptance of this
Certificate acknowledges that it is received for investment purposes and not
with a view to distribution.
IN WITNESS WHEREOF, Voting Trustee has signed this Certificate as of
________, 199___.
__________________________________________
Dean Becker
VOTING TRUSTEE
