<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
US WATS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90337P10
(CUSIP Number)
James H. Carll, Esq.
Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033
(856-795-2121)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 31, 1999
(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
Page 1 of 17 Pages
<PAGE>
_______________________________________________________________________________
CUSIP No. 90337P10
-------------
_______________________________________________________________________________
1) Name of Reporting Person
S.S or I.R.S. Identification Nos. of Above Person
James M. Rossi
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds (See Instructions)
PF
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
______________________________________________________________________________
6) Citizenship or Place of Organization
United States
______________________________________________________________________________
| |
Number of | (7) | Sole Voting Power
Shares | | 2,000
Beneficially |______|________________________________________________________
Owned by | |
Each | (8) | Shared Voting Power
Reporting | | Zero
Person With |______|________________________________________________________
| |
| (9) | Sole Dispositive Power
| | 2,000
|______|________________________________________________________
| |
| (10) | Shared Dispositive Power
| | Zero
______________|______|________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
less than 0.1%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions)
IN
______________________________________________________________________________
2
<PAGE>
_______________________________________________________________________________
CUSIP No. 90337P10
-------------
_______________________________________________________________________________
1) Name of Reporting Person
S.S or I.R.S. Identification Nos. of Above Person
JMR Marketing Corporation 22-2547897
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds (See Instructions)
OO
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
______________________________________________________________________________
6) Citizenship or Place of Organization
New Jersey
______________________________________________________________________________
| |
Number of | (7) | Sole Voting Power
Shares | | 150,000
Beneficially |______|________________________________________________________
Owned by | |
Each | (8) | Shared Voting Power
Reporting | | Zero
Person With |______|________________________________________________________
| |
| (9) | Sole Dispositive Power
| | 150,000
|______|________________________________________________________
| |
| (10) | Shared Dispositive Power
| | Zero
______________|______|________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
150,000
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
0.7%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO
______________________________________________________________________________
3
<PAGE>
_______________________________________________________________________________
CUSIP No. 90337P10
-------------
_______________________________________________________________________________
1) Name of Reporting Person
S.S or I.R.S. Identification Nos. of Above Person
Solar Investment Group LLC 22-3667576
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds (See Instructions)
WC
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
______________________________________________________________________________
6) Citizenship or Place of Organization
New Jersey
______________________________________________________________________________
| |
Number of | (7) | Sole Voting Power
Shares | | 1,010,000
Beneficially |______|________________________________________________________
Owned by | |
Each | (8) | Shared Voting Power
Reporting | | Zero
Person With |______|________________________________________________________
| |
| (9) | Sole Dispositive Power
| | 1,010,000
|______|________________________________________________________
| |
| (10) | Shared Dispositive Power
| | Zero
______________|______|________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,010,000
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
4.97%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO
______________________________________________________________________________
4
<PAGE>
Item 1 - Security and Issuer.
This Statement relates to the common stock, $.001 par value ("Common
Stock"), of US Wats, Inc. ("USWI"). The principal executive offices of USWI are
located at 2 Greenwood Square, 3331 Street Road, Suite 275, Bensalem, PA 19020.
Item 2 - Identity and Background.
This Statement is filed jointly by James M. Rossi ("Rossi"), JMR
Marketing Corporation, a New Jersey corporation ("JMR"), and Solar Investment
Group, LLC, a New Jersey limited liability company ("Solar").
The principal business of JMR is providing consulting services in
telephone long distance and related areas. Its principal business and office
address is 21 E. Main Street, Millville, NJ 08332.
The principal business of Solar is maintaining and managing
investments. Its principal place of business and office address is 21 E. Main
Street, Millville, NJ 08332.
Mr. Rossi's primary occupation is serving as Chairman and CEO of Solar
Communications Group, Inc. His business address is 21 E. Main Street,
Millville, NJ 08332. He is majority owner of , and may be considered a
controlling person of, JMR and Solar.
Schedule I hereto sets forth the following information with respect to
the shareholders, directors and executive officers of JMR and Solar (each of
whom is a citizen of the United States, except Mr. August, who is citizen of the
United Kingdom):
(a) name;
(b) business address;
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
5
<PAGE>
During the past five years neither JMR, Solar nor Rossi nor, to the
best of their respective knowledge, any person named in Schedule I has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been party to a civil proceeding 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.
Internal funds in the approximate amount of $1,323,100 were utilized to
fund the purchases of Common Stock by Solar described in Item 5.
JMR acquired 150,000 shares of the Common Stock as consideration for
its sale to USWI of certain business assets, pursuant to the Purchase Agreement
filed as Exhibit 3 to this Schedule.
Item 4 - Purpose of Transactions.
The Reporting Persons believe that the Common Stock of USWI constitutes
an attractive investment opportunity at current market prices. While the
Reporting Persons do not have any specific level of desired stock ownership,
they intend to consider further acquisitions of additional shares of the Common
Stock, if available at favorable prices. The Reporting Persons also intend to
review their investment positions from time to time. Depending upon such review,
market and business conditions and other factors, they may, rather than increase
their positions, choose to maintain the present level of investment or sell all
or a portion of its shares of the Common Stock.
6
<PAGE>
Item 5- Interest in Securities of the Issuer.
Solar owns 1,010,000 shares of the Common Stock, representing 4.97% of
the outstanding Common Stock (all percentages set forth herein being based upon
the outstanding shares as indicated in USWI's most recent available filing with
the Securities and Exchange Commission).
JMR owns 150,000 shares of the Common Stock, representing 0.7% of the
outstanding Common Stock.
Mr. Rossi owns 2,000 shares of the Common Stock, representing less than
0.1% of the outstanding Common Stock.
Solar, JMR and Rossi each possess the sole power to vote or to direct
the vote and to dispose or to direct the disposition of all shares of Common
Stock owned by it.
Except as indicated above, neither Solar, JMR nor Rossi, nor, to the
best of their respective knowledge, any of the persons listed on Schedule I
hereto, beneficially owns any shares of Common Stock.
Solar acquired 1,010,000 shares of the Common Stock in a private
transaction with Gold & Appel Transfer, S.A., on July 28, 1999, pursuant to the
Stock Purchase Agreement filed as Exhibit 2 hereto, at a price of $1.31 per
share.
JMR acquired 150,000 shares of the Common Stock on August 31, 1999, as
consideration for the sale of certain business assets to USWI, pursuant to the
Purchase Agreement filed as Exhibit 3 hereto.
No other transactions in the Common Stock were effected during the past
60 days by Solar, JMR, Rossi, or, to the best of their knowledge, by any of the
persons listed on Schedule I hereto.
7
<PAGE>
Item 6- Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
Solar acquired 1,010,000 shares of the Common Stock pursuant to the
Stock Sale Agreement filed as Exhibit 2 hereto. JMR acquired 150,000 shares of
the Common Stock as consideration for the sale of certain business assets to
USWI, pursuant to the Purchase Agreement filed as Exhibit 3 hereto.
Item 7 - Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated August 31, 1999.
Exhibit 2 - Stock Sale Agreement between Gold & Appel Transfer, S.A.
and Solar Investment Group, LLC.
Exhibit 3 - Purchase Agreement among US Wats, Inc., JMR Marketing
Corporation and James M. Rossi.
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.
Dated: August 31, 1999
s/ James M. Rossi
--------------------------------------
James M. Rossi, Individually
and as President of Solar Investment
Group LLC and JMR Marketing
Corporation.
8
<PAGE>
SCHEDULE I
Shareholders, Directors and Executive Officers
of
Solar and JMR
<TABLE>
<CAPTION>
Relationship to Principal
Name Business Address Solar and JMR Occupation (1)
- ---- ---------------- ------------- --------------
<S> <C> <C> <C>
James M. Rossi 21 E. Main Street Shareholder, Chairman and CEO
Millville, NJ 08332 President and of Solar Communications
Director of JMR; Group, Inc.
Member, President
and Director of
Solar
- -----------------------------------------------------------------------------------------------
Alisa Rossi 21 E. Main Street Vice President and Chief Administrative
Millville, NJ 08332 Director of JMR; Office of Solar
Vice President and Communications Group,
Director of Solar Inc.
- -----------------------------------------------------------------------------------------------
Dominic Romano 21 E. Main Street Shareholder, Vice Principal shareholder
Millville, NJ 08332 President of JMR; of Romano, Hearing
Member and Vice & Testa, CPA's
President of Solar
- -----------------------------------------------------------------------------------------------
Monty August 21 E. Main Street Shareholder and Private Investor
Millville, NJ 08332 Director of JMR;
Member and
Director of Solar
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Address of employer is same as the individual's business address.
9
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock of US Wats, Inc. and further agrees that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence thereof
the undersigned, being duly authorized, hereby execute this Agreement this 7th
day of September, 1999
JMR MARKETING CORPORATION
By: s/ James M. Rossi
-------------------------------
James M. Rossi, President
SOLAR INVESTMENT GROUP, LLC
By: s/ James M Rossi
-------------------------------
James M. Rossi, President
s/ James M. Rossi
-------------------------------
James M. Rossi
10
<PAGE>
Exhibit 2
PURCHASE AGREEMENT
THIS IS AN AGREEMENT ("Agreement"), dated as of August 31, 1999 by and
among US WATS, INC., a New York corporation ("Buyer"), JMR Marketing
Corporation, a New Jersey corporation ("JMR"), and James M. Rossi ("Rossi" and,
together with JMR, "Seller").
RECITALS
WHEREAS, on August 13, 1999, Buyer and Seller reached agreement in
principle on the sale of certain assets by Seller to Buyer in exchange for
Buyer's issuance to JMR of 150,000 shares of Buyer's common stock, par value
$.001 per share ("Common Stock"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer is willing to
purchase from Seller, certain assets, upon and subject to the terms and
conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises herein made, the
parties hereto, intending to be legally bound, agree as follows:
AGREEMENTS
1. Sale and Purchase of Assets. Seller hereby (i) sells to Buyer free
and clear of any liabilities, security interests, liens and other encumbrances,
all of Seller's right, title and interests in and to the furniture, fixtures,
equipment and other tangible assets identified on Schedule A (the "Tangible
Assets") and (ii) assigns to Buyer all of Seller's rights under the contracts
and arrangements identified on Schedule B (the "Contracts") and the Business
Plan identified on Schedule C (the "Business Plan" and, collectively with the
Contracts and Tangible Assets, the "Assets"), and (iii) constitutes and appoints
Buyer the true and lawful agent and attorney-in-fact of Seller, with full power
of substitution or resubstitution in whole or in part, in the name and on behalf
of Seller, but for the benefit and at the expense of Buyer, as fully to all
interests and purposes as Seller might or could do if actually present (a) to
collect, assert or enforce any claim, right, interest or title of any kind in or
to the Assets, and to institute and prosecute all actions, suits and proceedings
which Buyer may deem proper in order to collect, assert or enforce any such
claim, right, interest or title, and (b) to defend, settle or compromise any and
all actions, suits or proceedings in respect of any such Assets. Seller
acknowledges that the foregoing powers are coupled with an interest and shall be
irrevocable by Seller in any manner or for any reason. In addition, Seller
hereby confirms that Buyer shall have no further obligation to pay Seller or any
party claiming through Seller any commissions on account of the Contracts.
11
<PAGE>
2. Purchase Price of Assets. In full consideration of the sale and
assignment of the Assets, Buyer hereby agrees to issue to JMR 150,000 shares of
Common Stock, and (ii) assume those obligations and only those obligations that
accrue under the Contracts from and after the date hereof (the "Assumed
Liabilities").
3. No Assumption of Other Liabilities of Seller. Except for the Assumed
Liabilities, Buyer does not and will not assume or become obligated to pay or
perform any liabilities or obligations of Seller whatsoever, including without
limitation liabilities or obligations of Seller under any and all of the
Contracts arising prior to the date of Closing.
4. Representations and Warranties by Seller. Seller represents and
warrants to Buyer as follows:
4.1 Due Authorization. Seller has all requisite right, power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Seller and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate and individual action on the part
of Seller, and no further action is required on the part of Seller to authorize
the Agreement or the transactions contemplated hereby.
4.2 No Consents Required. No approval, authorization or consent of
any person is required for the execution and delivery by Seller by this
Agreement, the assignment of the Contracts to Buyer or consummation by Seller of
the transactions contemplated hereby.
4.3 Liabilities and Obligations. Seller does not know or have any
reasonable grounds to know of any basis for the assertion against the Assets of
any liability of any nature which will not be fully satisfied and discharged on
or before the date of Closing.
4.4 Title to Furniture, Fixtures and Other Tangible Assets. Seller
has good and marketable title to the Tangible Assets, subject to no mortgage,
pledge, lien, conditioned sales or other agreement, lease, right, contract,
restriction, assessment, claim, encumbrance, security interest or change of any
nature.
4.5 Commissions. Seller has not made any agreement or taken any
action which may cause anyone to become entitled to a commission or other
payment as a result of the sale contemplated by this Agreement.
4.6 No Default. Each Contract is in full force and effect. The
Seller and each party to each Contract have complied with all respective
commitments and obligations on their part to be performed or observed
thereunder. Seller has not received notice of a default under any Contract. No
event or condition has happened or presently exists which constitutes a default
by Seller or any other party to their respective Contract or which after notice
or lapse of time or both would constitute a default by Seller or any other party
to any Contract under their respective Contract.
12
<PAGE>
4.7 Securities Matters. (a) Seller is acquiring the shares of Common
Stock solely for its own account without a view to distribution; (b) Seller is
aware that the shares of Common Stock have not been registered under the
Securities Act of 1933 or the securities laws of any state, that the shares of
Common Stock cannot be distributed, sold, pledged or otherwise disposed of
unless they are registered thereunder or unless, in the opinion of counsel
satisfactory to the Company, an exemption from such registration is available,
and that the Company has no intention of so registering interests in the Company
thereunder and is under no obligation to do so, and that accordingly Seller is
able and is prepared to bear the economic risk of holding the Common Stock and
to suffer any loss associated with the acquisition of the Common Stock; (c)
Seller's knowledge and experience in financial and business matters are such
that Seller is capable of evaluating, and has valued, the risk of acquiring the
shares of Common Stock under this Agreement and can bear the economic risk of
making such acquisition; (d) Seller is an "accredited investor" as such term is
defined in Rule 501 of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933; (e) the Company has afforded Seller
an opportunity to obtain any relevant information in its possession concerning
the Company, and Seller has had the opportunity to ask questions of, and receive
answers from, the management of the Company concerning the Company.
5. Additional Post-Closing Covenants of Seller. After the Closing,
Seller will execute and deliver such further instruments of conveyance and
transfer and take such other action as Buyer reasonably may request to convey
and transfer effectively to Buyer any of the Assets to be sold hereunder, and
will assist Buyer in the collection or reduction to possession of any such
property. In addition, Seller covenants that after the Closing, Seller will use
its best efforts to cause the customers identified on Schedule D to remain as
customers of Buyer, to encourage and facilitate the hiring by Buyer of such of
Seller's employees as Buyer determines to offer employment, and to cause its
employees and other representatives to cooperate with and respond to reasonable
inquiries of Buyer in order to effect a smooth transition from Seller to Buyer
of the operation of the business.
6. Non-Competition and Non-Solicitation.
6.1 Restrictions. Seller shall not, until the date which is two
years after the date hereof (the period of time before such date occurs, the
"Restricted Period"), except as set forth on Schedule E or in furtherance of
Buyer's business, do any of the following, directly or indirectly, without the
prior written consent of Buyer: (a) own, manage, operate, join, control, finance
or participate in the ownership, management, operation, control or financing of,
or be connected as a partner, principal, agent, representative, consultant or
otherwise with any business or enterprise engaged directly or indirectly in the
business of selling long distance or local telephone service in the United
States (the "Prohibited Business"). The foregoing restrictions shall not be
13
<PAGE>
construed to prohibit the ownership by Seller of not more than five percent of
any class of securities of any corporation which is engaged in any of the
foregoing businesses having a class of securities registered pursuant to the
Securities Exchange Act of 1934; (b) solicit, call on, or in any way contact for
purposes of transacting any Prohibited Business, whether on behalf of Seller or
any other person or entity, any account, client, customer or supplier with whom
(or which) the Seller shall have dealt at any time for the two year period
immediately preceding the date hereof; (c) influence or attempt to influence any
supplier, customer or potential customer of Buyer to terminate or modify any
written or oral agreement or course of dealing with the Buyer; or (d) employ or
retain, or arrange to have any other Person employ or retain, any person who
shall have been employed or retained by Seller or Buyer as an employee,
consultant, agent, distributor in a similar capacity at any time during the
Restricted Period or the two year period immediately preceding the date hereof,
or influence or attempt to influence any such person to terminate or modify his
employment, consulting, agency, distributorship or other arrangement with Buyer.
6.2 Acknowledgment. Seller acknowledges that Seller has read and
considered the provisions of Section 6.1 and that Seller has obtained legal
counsel in connection with this Agreement. Seller acknowledges that the
foregoing restrictions may limit Seller's ability to earn a livelihood in the
Prohibited Business, but Seller nevertheless believes that Seller has received
sufficient consideration in connection with this Agreement to justify such
restrictions, which restrictions Rossi does not believe would prevent him from
earning a living without otherwise violating the restrictions set forth herein.
6.3 Specific Enforcement. Seller acknowledges that any breach Seller
of Section 6.1 will cause continuing and irreparable injury to Buyer for which
monetary damages would not be an adequate remedy. Seller shall not, in any
action or proceeding to enforce any of the provisions of Section 6.1, assert the
claim or defense that an adequate remedy at law exists. In the event of such
breach by Seller, Buyer shall have the right to enforce the provisions of
Section 6.1 of this Agreement by seeking injunctive or other relief in any
court, and this Agreement shall not in any way limit remedies of law or in
equity otherwise available to Buyer.
7. Miscellaneous. The obligations of JMR and Rossi under this Agreement
shall be joint and several. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
person incurring such costs and expenses, i.e., by Buyer if incurred by Buyer
and by Seller if incurred by Seller. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. This
Agreement sets forth the entire understanding of the parties hereto with respect
to the transaction contemplated hereby and shall not be amended or terminated
except by a written instrument duly executed by each of the parties hereto. Any
and all prior or contemporaneous agreements or understandings between the
parties regarding the subject matter hereof are superseded in their entirety by
this Agreement. This Agreement may be executed in one or more counterparts and
by facsimile, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
14
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date first above written.
US WATS, INC.
By: /s/ David Hurwitz
-------------------------
Name: David Hurwitz
Title: President
JMR MARKETING CORPORATION
By: /s/ James M. Rossi
-------------------------
Name: James M. Rossi
Title: President
/s/ James M. Rossi
-------------------------
James M. Rossi
15
<PAGE>
Exhibit 3
STOCK SALE AGREEMENT
This agreement is made by and between the Gold & Appel Transfer, S.A. (G&A) of
British Virgin Islands corporation located at Omar Hodges Building, Wickhams
Cay, Road Town, Tortula, British Virgin Islands and Solar Investment Group,
L.L.C, P.O. Box 1217, Millville, NJ 08332, USA.
The Parties Agree as Follows:
1. G&A warrants that it owns more than 1,010,000 (One Million) shares
of US WATS stock (symbol USWI) and that the shares are free of any
liens or encumbrances.
2. G&A agrees to sell SIGL 1,010,000 shares of USWI at $1.31 each for
a total purchase price of $1,323,100.00 US Dollars (One Million
Three Hundred Twenty Three Thousand One Hunderd US Dollars). G&A
having already received the consideration of 1,323,100.00 US
Dollars, agrees to deliver share certificate(s) representing
1,010,000 shares of USWI to SIGL within 10 days.
3. The shares of USWI stock being sold may be restricted 144 type
stock per the SEC regulations since G&A owns more than 10% of the
outstanding shares and is considered an affiliate of USWI.
4. This agreement shall be interpreted under the laws of the State of
Delaware.
5. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt or via US mail
return receipt to the address above for SIGL and to the address and
contact below for G&A:
Walt Anderson
% Entree International
1023 31st Street, NW
Washington, DC 20007
Phone 202-467-1189
6. No party to this agreement may assign or transfer the obligations
hereunder.
7. This agreement is the entire agreement between the parties and can
only be changed or modified by mutual agreement in writing signed
by both parties.
Solar Investment Group, L.L.C. Gold & Appel Transfer S.A.
/s/ James M. Rossi, Pres. /s/ Walt Anderson, Power of Attorney in Fact
- ------------------------- --------------------------------------------
Signature/Title Signature/Title
James M. Rossi Walt Anderson
- ------------------------- --------------------------------------------
Print Name Print Name
7/27/99 7/28/99
- ------------------------- --------------------------------------------
Date Date
16
