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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Iatros Health Network, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
450729108
- --------------------------------------------------------------------------------
(CUSIP Number)
Scott D. Chenevert, Esq. 1301 K Street, NW, Suite 1100 East
Reed Smith Shaw & McClay LLP Washington, DC 20005 (202)414-9489
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 1998
- --------------------------------------------------------------------------------
(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. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
NOT CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
<PAGE> 2
CUSIP NO. 450729108
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Ronald E. Lusk
- --------------------------------------------------------------------------------
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 2,015,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 2,015,000
PERSON -----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.98%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
2
<PAGE> 3
CUSIP NO. 450729108
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Match, Inc. IRS Identification No. - pending
- --------------------------------------------------------------------------------
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,700,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,700,000
PERSON -----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.53%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
3
<PAGE> 4
This Schedule 13D is being filed jointly by Ronald E. Lusk and Match,
Inc. ("Match") (together, the "Reporting Persons") respecting the Common Stock,
$.001 par value ("Common Stock") of Iatros Health Network, Inc. (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
The class of equity security is the Common Stock. The Issuer is
Iatros Health Network, Inc., a Delaware corporation. The address of the
Issuer's principal executive offices as of the date of the event requiring the
filing of this statement was:
11 Piedmont Center, Suite 403
Atlanta, Georgia 30305
As of November 24, 1998, the principal executive offices were moved to:
11910 Greenville Avenue, Suite 300
Dallas, Texas 75243
ITEM 2. IDENTITY AND BACKGROUND.
The identity, business or residence address, and occupation (as
applicable) of the Reporting Persons is as follows:
Ronald E. Lusk is an individual whose business address is: Hospital
Staffing Services Inc., 6245 N. Federal Highway, Suite 500, Ft. Lauderdale,
Florida 33308. His present principal occupation and employment is as
President, Chief Executive Officer and Chairman of Hospital Staffing Services
Inc., a business that owns and operates home health care agencies. Mr. Lusk is
a U.S. citizen.
Match is a Texas corporation that is wholly owned by Mr. Lusk, the
principal business of which is to operate as a holding company for Mr. Lusk's
investment in the Series A preferred stock of the Issuer. The address of its
principal office is: 6245 N. Federal Highway, Suite 500, Ft. Lauderdale,
Florida 33308.
During the last five years, the Reporting Persons have not been either
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction leading 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.
PAGE 4 OF 29
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described more fully in Item 5, on November 17, 1998, Match, a
corporation wholly owned by Mr. Lusk, purchased 100% of the issued and
outstanding Series A Senior Convertible Preferred Stock, par value $.001
("Preferred Stock"), of the Issuer, which is convertible into Common Stock, for
$1 million. This purchase effectively gave the Reporting Persons control over
the Issuer through the ability of the holder of the Preferred Stock to elect up
to seven members of the Issuer's Board of Directors. The $1 million purchase
price was paid partly in cash ($200,000) and partly in the form of a
non-recourse, non-interest bearing promissory note from Match to the seller
(for $800,000, payable in semi-annual installments over two years and secured
by a pledge of the purchased Preferred Stock). (The Stock Purchase Agreement
and Stock Pledge Agreement between Match and the seller respecting the purchase
by Match of the Preferred Stock are filed as Exhibits 3 and 4, respectively, to
this statement, and are incorporated herein by reference.)
In addition, during the week preceding the acquisition of the
Preferred Stock, Mr. Lusk and Barrier Corporation ("Barrier"), a Delaware
corporation wholly owned by Mr. Lusk, acquired Common Stock of the Issuer for
cash in the amount of $58,087.50. These purchases are described in Item 5
below.
The source of the cash funds used for these acquisitions was Mr.
Lusk's personal funds (which, in the case of the purchase by Match, were
invested in Match and used by Match as working capital).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired securities of the Issuer in order to
acquire control of the Issuer and make changes to the current management and
policies of the Issuer.
On November 4, 1998, NewCare Health Corporation, an existing
shareholder of the Issuer, had assigned to Match its right to appoint the
Chairman of the Board of Directors of the Issuer and one additional Board
member. On November 17, 1998, Mr. Lusk, through Match, acquired control of the
Issuer and caused himself and three other individuals -- Robert Lee Woodson,
III, Albert Sousa and Joe C. Williams, Jr. -- to be elected to the Board, with
Mr. Lusk appointed as Chairman. Several members of senior management were then
terminated. On November 23, 1998, Mr. Woodson was appointed by the Board to be
President and Chief Executive Officer of the Issuer.
It is anticipated that the new management of the Issuer will develop a
business plan that may include an evaluation of a
PAGE 5 OF 29
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sale or transfer of a material amount of assets, an acquisition of a material
amount of assets, and/or a material change in the present capitalization of the
Issuer, which could involve changes to the Article of Incorporation and Bylaws
of the Issuer.
The Common Stock was delisted from NASDAQ as of the close of business
on September 25, 1998 by reason of not meeting a $1.00 minimum bid price
requirement and a net tangible assets/market capitalization requirement. The
new management is expected to consider alternatives that may result in meeting
these requirements, thereby permitting relisting on NASDAQ.
The Reporting Persons have no current plans regarding the acquisition
or disposition of securities of the Issuer, but may acquire or sell additional
shares depending on market prices and other factors.
Except as set forth in the preceding paragraphs, the Reporting Persons
have no current plans or proposals that relate to or would result in the
acquisition or disposition of securities of the Issuer; any extraordinary
corporate transaction involving the Issuer or a subsidiary; a sale or transfer
of a material amount of assets of the Issuer or any subsidiary; any change in
the present board of directors or management of the Issuer; any material change
in the present capitalization or dividend policy of the Issuer; any other
material change in the Issuer's business or corporate structure; changes in the
Issuer's charter, bylaws or similar instruments that may impede the acquisition
of control of the Issuer by any other person; causing a class of securities of
the Issuer to be delisted from a national securities exchange; a class of
equity securities of the Issuer becoming eligible for termination of
registration under Section 12(g)(4) of the Securities Exchange Act of 1934; or
any similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On November 17, 1998, Match acquired 533,333 shares of the Preferred
Stock of the Issuer, representing 100% of the issued and outstanding shares of
that class of stock, for a purchase price of $1 million. The shares were
acquired in a private transaction from The Presbyterian Foundation for
Philadelphia, Inc. at a price per share of $1.875, under the terms described in
Item 3 above. This series of preferred stock, while not publicly traded, is
currently convertible into approximately 1.7 million shares of Common Stock,
and presently the holder(s) of such series have the right to elect, as a class,
up to seven members of the Issuer's Board of Directors. (The conversion ratio
of this class is determined by a formula described in the Articles of
Incorporation of the Issuer, but the exact conversion ratio cannot presently be
determined because the information needed to apply that formula is not readily
available from the corporate records.)
PAGE 6 OF 29
<PAGE> 7
Prior to this acquisition, Mr. Lusk had acquired, through open market
transactions on the OTC Bulletin Board, 120,000 shares of Common Stock for his
personal account, and 195,000 shares of Common Stock through Barrier. These
transactions, which occurred during the past 60 days, were as follows:
<TABLE>
<CAPTION>
Purchase Number of Purchase Price
date shares per share
------ -------- -----------
<S> <C> <C>
BARRIER CORPORATION:
11/10/98 10,000 0.13
11/10/98 50,000 0.15
11/10/98 40,000 0.14
11/11/98 10,000 0.12
11/11/98 10,000 0.12
11/13/98 50,000 0.1535
11/17/98 25,000 0.2255
------------------------------------------------------------------
TOTAL 195,000
RONALD E. LUSK:
11/11/98 5,000 0.125
11/11/98 15,000 0.13
11/17/98 20,000 0.18
11/17/98 10,000 0.22
11/17/98 10,000 0.24
11/17/98 10,000 0.26
11/17/98 10,000 0.27
11/17/98 10,000 0.29
11/17/98 30,000 0.30
-------------------------------------------------------------------
TOTAL 120,000
</TABLE>
Consequently, as of close of business on November 17, 1998, Mr. Lusk
was the beneficial owner of approximately 2,015,000 of shares of Common Stock
(including the shares owned by Match and Barrier), with the sole power to vote
or direct the vote and to dispose or direct the disposition of such shares
(including by reason of his position as an officer of Match and Barrier),
repesenting 8.98% of Common Stock outstanding (based on the number of
securities outstanding as contained in the Form 10-Q for the Issuer for the
quarter ended September 30, 1998).
As of close of business that same date, Match was the beneficial owner
of approximately 1.7 million shares of Common Stock (through the convertibility
of the Preferred Stock), with the sole power to vote or direct the vote and to
dispose or direct the disposition of such shares, repesenting 7.53% of Common
Stock outstanding (based on the number of securities outstanding as contained
in the Form 10-Q for the Issuer for the quarter ended September 30, 1998).
PAGE 7 OF 29
<PAGE> 8
Other than as described above, the Reporting Persons have not engaged
in any transactions in the Common Stock of the Issuer during the sixty days
preceding November 17, 1998. There are no other persons with the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As noted above in Item 3, Match acquired the Preferred Stock pursuant
to a Stock Purchase Agreement that is filed as Exhibit 3 to this statement and
is incorporated herein by reference. Under the Stock Pledge Agreement between
Match and the seller of the Preferred Stock, which is filed as Exhibit 4 to
this statement and incorporated herein by reference, the seller would reacquire
all rights with respect to the shares of Preferred Stock owned by Match,
including the rights to vote and dispose of the Preferred Stock, in the event
that Match defaults on its obligations under its promissory note to the seller
or the Stock Pledge Agreement.
By reason of Mr. Lusk's control of Match and Barrier, including the
power to vote and dispose of the securities of the Issuer owned by those
corporations, it can be expected that the securities owned by Match and Barrier
will be voted in a manner that is consistent with the manner in which Mr. Lusk
votes those securities he owns directly.
Other than as stated above, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons and other persons
with respect to any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following are filed as exhibits:
Exhibit 1: Power of Attorney granting authorization for
the undersigned to make filings for the
Reporting Person and certain other persons with
respect to the securities of the Issuer
Exhibit 2: Joint Filing Agreement Among the Reporting
Persons
Exhibit 3: Stock Purchase Agreement dated as of November
17, 1998, between The Presbyterian Foundation
for Philadelphia, Inc. and Match, Inc.
(exhibits omitted)
PAGE 8 OF 29
<PAGE> 9
Exhibit 4: Stock Pledge Agreement dated as of November 17,
1998, between Match, Inc. and The Presbyterian
Foundation for Philadelphia, Inc.
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.
<TABLE>
<S> <C> <C>
Date: November 25, 1998 RONALD E. LUSK
By: /s/ MICHAEL B. RICHMAN
--------------------------------
Michael B. Richman,
Authorized Representative of
Ronald E. Lusk
MATCH, INC.
By: /s/ MICHAEL B. RICHMAN
----------------------------------
Michael B. Richman,
Authorized Representative of
Ronald E. Lusk, President
</TABLE>
PAGE 9 OF 29
<PAGE> 1
Exhibit 1
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Thomas C. Fox,
Scott D. Chenevert and Michael B. Richman as his true and lawful agent and
attorney-in-fact to execute in the name and on behalf of such undersigned any
and all statements, schedules, reports, and other instruments necessary or
advisable to be filed with the Securities and Exchange Commission (the "SEC")
by him, and to take any action which may otherwise be required to file the same
with the SEC, with respect to the equity securities of Iatros Health Network,
Inc., including, without limitation, the power and authority to sign for and on
behalf of the undersigned, and to file with the SEC, any Form 3, Form 4 or Form
5 under Section 16(a) of the Securities and Exchange Act of 1934 and the rules
thereunder, any statement on Schedule 13D or Schedule 13G under Section 13(d)
or 13(g) of the Securities Exchange Act of 1934 and the rules thereunder, and
any amendments thereto.
This Power of Attorney shall remain in force and effect until revoked
by the undersigned.
<TABLE>
<S> <C> <C>
/s/ RONALD E. LUSK
----------------------------------
Ronald E. Lusk
/s/ ROBERT LEE WOODSON, III
---------------------------
Robert Lee Woodson, III
/s/ ALBERT SOUSA
----------------------------------
Albert Sousa
Dated: November 20, 1998
</TABLE>
PAGE 10 OF 29
<PAGE> 1
EXHIBIT 2
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, $0.001 par value, of Iatros Health Network, Inc., and
further agree that this Joint Filing Agreement be included as an exhibit to
such statement.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 25th day of November, 1998.
RONALD E. LUSK
By: /s/ Michael B. Richman
--------------------------------
Michael B. Richman,
Authorized Representative of
Ronald E. Lusk
MATCH, INC.
By: /s/ Michael B. Richman
----------------------------------
Michael B. Richman,
Authorized Representative of
Ronald E. Lusk, President
PAGE 11 OF 29
<PAGE> 1
Exhibit 3
STOCK PURCHASE AGREEMENT
==============================================================================
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of
November 17, 1998, is by and between The Presbyterian Foundation for
Philadelphia, Inc., a Pennsylvania non-profit corporation ("SELLER"), and
Match, Inc., a Texas corporation ("PURCHASER").
RECITALS:
WHEREAS, Seller beneficially owns five hundred thirty-three
thousand three hundred thirty-three shares of Series A Senior Convertible
Preferred Stock (the "PREFERRED STOCK") of Iatros Health Network, Inc.
("IATROS"), which were issued to Seller pursuant to the terms and conditions of
that certain Securities Purchase Agreement dated as of July 25, 1994, by and
between Seller and Iatros, a copy of which is attached hereto as Exhibit A; and
WHEREAS, Seller desires to sell, and Purchaser desire to
purchase, all of the Preferred Stock (which, for purposes of this Agreement,
shall be referred to collectively as the "SHARES") in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and conditions herein contained and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I
SALE AND TRANSFER OF SHARES; CLOSING
1.1 Shares. Subject to the terms and conditions of this
Agreement, Seller will sell and transfer the Shares to Purchaser, and Purchaser
will purchase the Shares from Seller.
1.2 Purchase Price. The purchase price (the "PURCHASE
PRICE") for the Shares will be One Million Dollars ($1,000,000.00).
PAGE 12 OF 29
<PAGE> 2
1.3 Closing. The purchase and sale (the "CLOSING")
provided for in this Agreement shall take place upon the execution and delivery
of this Agreement by the parties.
1.4 Deliveries. At Closing:
(a) Seller shall execute the Stock Pledge
Agreement in the form of Exhibit B hereto (the "Stock Pledge Agreement"), under
which Seller will agree to hold the Shares and deliver to Purchaser
certificates representing the Shares, duly endorsed (or accompanied by duly
executed stock powers), for transfer to Purchaser upon payment by Purchaser of
the Note (as hereinafter defined).
(b) Purchaser shall deliver to Seller:
(i) Two Hundred Thousand Dollars
($200,000.00) by bank cashier's or certified check payable to the order of, or
by wire transfer to accounts specified by, Seller;
(ii) a non-recourse promissory note
payable to Seller in the principal amount of Eight Hundred Thousand Dollars
($800,000.00) in the form of Exhibit C hereto (the "Note"); and
(iii) a copy of the Stock Pledge Agreement
executed by Purchaser.
1.5 Further Assurances. Seller shall, from time to time
after the date hereof, as and when required by Purchaser, or by Purchaser's
successors or assigns, execute and deliver on behalf of Purchaser such stock
powers and other instruments, and there shall be taken or caused to be taken
all such further and other action, as shall be appropriate, advisable or
necessary, in order to vest, perfect or confirm, of record or otherwise, in
Purchaser all right and title to, and possession of, the Shares and to
otherwise carry out the purposes of this Agreement, subject, however, to the
terms of the Stock Pledge Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 Organization and Good Standing; Authority; No
Conflict. Seller is a corporation duly organized, validly existing and in good
standing under the
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<PAGE> 3
laws of the State of Pennsylvania. Seller has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Seller and constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms.
2.2 Agreement Not in Breach of Other Instruments. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not violate or
result in a breach of any of the terms or provisions of, or constitute a
default (or any event which, with notice or the passage of time, or both, would
constitute a default) under, or conflict with or result in the termination of,
or accelerate the performance required by, (i) any agreement, indenture or
other instrument to which Seller is a party or by which it is bound, (ii) the
Certificate of Incorporation, Bylaws or similar organizational documents of
Seller, (iii) any judgment, decree, order or award of any court, governmental
body or arbitrator by which Seller is bound, or (iv) any law, rule or
regulation applicable to Seller.
2.3 No Legal Bar. Seller is not prohibited by any order,
writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement and all other
agreements referenced herein, and no action or proceeding is pending against
Seller which questions the validity of this Agreement or any such other
agreements, any of the transactions contemplated hereby or thereby or any
action which has been taken by any of the parties in connection herewith or
therewith or in connection with any of the transactions contemplated hereby or
thereby.
2.4 Title; Possession. Seller has good and marketable
title to the Shares being transferred hereby and there are no security
interests, liens or other encumbrances whatsoever with respect thereto. Seller
has possession of the certificates representing the Shares being transferred
hereby.
2.5 No Brokerage Fees. Seller has not dealt with, nor is
obligated to make any payment to, any finder, broker, investment banker or
financial advisor in connection with any of the transactions contemplated by
this Agreement or the negotiations looking toward the consummation of such
transactions, other than
PAGE 14 OF 29
<PAGE> 4
brokerage fees, if any, which may be payable by Seller to S.W. Ryan & Co.,
Inc., for which Seller shall solely responsible.
2.6 Dividends in Arrears. Iatros has not made any
payment of dividends to Purchaser or any of its affiliates on the Shares since
the issuance thereof, and neither Purchaser nor any affiliate of Purchaser has
taken any action to appoint any members to the Iatros Board of Directors.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER IS NOT MAKING ANY REPRESENTATIONS
OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SHARES OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
3.1 Organization and Good Standing; Authority; No
Conflict. Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas. Purchaser has all
requisite corporate power and authority to enter into this Agreement, the Note
and the Stock Pledge Agreement (the "Transaction Documents") and to consummate
the transactions contemplated hereby. The Transaction Documents have been duly
authorized, executed and delivered by Purchaser and constitute the legal, valid
and binding obligations of Purchaser, enforceable against Purchaser in
accordance with their terms.
3.2 Transaction Documents Not in Breach of Other
Instruments. The execution and delivery of the Transaction Documents, the
consummation of the transactions contemplated hereby and the fulfillment of the
terms hereof will not violate or result in a breach of any of the terms or
provisions of, or constitute a default (or any event which, with notice or the
passage of time, or both, would constitute a default) under, or conflict with
or result in the termination of, or accelerate the performance required by, (i)
any agreement, indenture or other instrument to which Purchaser is a party or
by which it is bound, (ii) the Certificate of Incorporation, Bylaws or similar
organizational documents of Purchaser, (iii) any judgment, decree, order or
award of any court, governmental body or arbitrator by which Purchaser is
bound, or (iv) any law, rule or regulation applicable to Purchaser.
PAGE 15 OF 29
<PAGE> 5
3.3 No Legal Bar. Purchaser is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by the Transaction Documents and all
other agreements referenced herein, and no action or proceeding is pending
against Purchaser which questions the validity of the Transaction Documents or
any such other agreements, any of the transactions contemplated hereby or
thereby or any action which has been taken by any of the parties in connection
herewith or therewith or in connection with any of the transactions
contemplated hereby or thereby.
3.4 No Brokerage Fees. Purchaser has not dealt with, nor
is obligated to make any payment to, any finder, broker, investment banker or
financial advisor in connection with any of the transactions contemplated by
this Agreement or the negotiations looking toward the consummation of such
transactions.
3.5 Shareholder, Director and Officer. Ronald E. Lusk
owns all of the issued and outstanding shares of Purchaser, and is the sole
director and officer of Purchaser.
3.6 Purchaser's Investigation and Experience. Purchaser
acknowledges that Seller is making no representations or warranties whatsoever
with respect to the value of the Shares or the rights provided by the Shares to
a holder thereof. Purchaser has undertaken any and all investigation with
respect to Iatros and the Shares which Purchaser deems necessary or desirable
with respect to the transactions contemplated by the Transaction Documents and
is relying solely on its own investigation as to the value of the Shares and
the risks of ownership thereof. Purchaser and its shareholder have substantial
experience in investments comparable to an investment in the Shares, have the
resources necessary and appropriate to assume the risks of an investment in the
Shares and to protect their interests therein, and have been advised by legal
counsel with respect to the transactions contemplated by the Transaction
Documents.
3.7 Investment Intent. Purchaser is acquiring the Shares
for its own account and not on behalf of any other person. Purchaser is
acquiring the Shares for investment and not with a view to distribution or with
the intent to divide its participation with others by reselling or otherwise
distributing the Shares. Purchaser understands that the Shares are being sold
hereunder without
PAGE 16 OF 29
<PAGE> 6
registration under the Securities Act of 1933, as amended (the "1933 Act"), and
any applicable state securities laws, by reason of their issuance in a
transaction exempt from the registration requirements of the 1933 Act and such
state laws, and that they must be held indefinitely unless they are
subsequently registered under the 1933 Act and such state laws, or such
subsequent disposition thereof is exempt from registration. Purchaser is an
"accredited investor" within the meaning of Rule 501, promulgated under the
1933 Act.
ARTICLE IV
INDEMNIFICATION
4.1 Indemnification by Seller. Seller hereby agrees to
indemnify and hold Purchaser harmless from and against any claim, liability,
obligation, loss or other damage (including, without limitation, reasonable
attorneys' fees and expenses) asserted against, imposed upon or incurred by
Purchaser arising out of any inaccuracy in or breach of any of Seller's
representations and warranties set forth in Article 2 of this Agreement.
4.2 Indemnification by Purchaser. Purchaser hereby
agrees to indemnify and hold Seller harmless from and against any claim,
liability, obligation, loss or other damage (including, without limitation,
reasonable attorneys' fees and expenses) asserted against, imposed upon or
incurred by Seller arising out of any inaccuracy in or breach of any of
Purchaser's representations and warranties set forth in Article 3 of this
Agreement.
4.3 Claims Process. As soon as is reasonably practicable
after Purchaser or Seller becomes aware of any claim that it has which is
covered under this Article 4, Purchaser or Seller, as the case may be
("Indemnified Party") shall notify the other party ("Indemnifying Party") in
writing, which notice shall describe the claim in reasonable detail, and shall
indicate the amount (estimated, if necessary to the extent feasible) of the
claim. In the event of a third party claim which is subject to indemnification
under this Article 4, the Indemnifying Party shall promptly defend such claim
by counsel of its own choosing, subject to the approval of the Indemnified
Party, which approval shall not unreasonably be withheld, and the Indemnified
Party shall cooperate with the Indemnifying Party in the defense of such claim
including the settlement of the matter on the basis stipulated by the
Indemnifying Party (with the Indemnifying Party being responsible for all costs
and expenses of such settlement). Any such settlement
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<PAGE> 7
shall include a complete and unconditional release of the Indemnified Party from
the claim.
4.4 Survival; Claims. The representations and warranties
set forth in Articles 2 and 3 above, and the indemnification rights set forth
in this Article 4, shall survive for a period of one (1) year after the date
hereof. No party shall have any liability for any breach of any representation
or warranty set forth herein unless the other party shall have given it written
notice of such breach promptly upon becoming aware of same and prior to the
first anniversary of the date of this Agreement. Such notice shall identify
the applicable Section of this Agreement, the alleged breach and the amounts
for which the indemnitor is alleged to be liable in detail. The indemnitor
shall be entitled to assume the defense of any third-party claim, provided that
it admits in writing its obligation to indemnify the indemnitee for such claim.
ARTICLE V
MISCELLANEOUS
5.1 Expenses. Each party hereto shall bear and pay all
costs and expenses incurred by it in connection with the transactions
contemplated by this Agreement including, without limitation, fees, costs and
expenses of its own financial consultants, accountants and counsel.
5.2 Attorneys' Fees. In the event any party brings an
action to enforce this Agreement, the prevailing party or parties in such
action shall be entitled to recover reasonable costs incurred in connection
therewith, including reasonable attorneys' fees. Reasonable attorneys' fees
shall include reasonable charges allocated for internal counsel.
5.3 Entire Agreement. This Agreement (including all
Exhibits hereto) supersedes any and all other agreements, oral or written,
between the parties hereto with respect to the subject matter hereof, and
contains the entire agreement between such parties with respect to the
transactions contemplated hereby. No party to this Agreement shall be entitled
to rely on any representation, warranty or agreement not set forth in this
Agreement.
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<PAGE> 8
5.4 Amendments. This Agreement shall not be modified or
amended except by an instrument in writing signed by or on behalf of all of the
parties hereto.
5.5 Successors; Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted transferees and
assignees. Neither this Agreement nor any interest herein may directly or
indirectly be transferred or assigned by any party, in whole or in part,
without the written consent of the other parties, which consent shall not be
unreasonably withheld.
5.6 Notices. Any notice, demand or request required or
permitted to be given under the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given on the earlier of (a) the
date actually received by the party in question, by whatever means and however
addressed, or (b) the date sent by telecopy, or on the date of personal
delivery, if delivered by hand, or on the date signed for if sent, prepaid, by
Federal Express or similar nationally-recognized overnight delivery service, to
the following addresses, or to such other addresses as either party may
request, in the case of Seller, by notifying Purchaser, and in the case of
Purchaser, by notifying Seller:
<TABLE>
<S> <C>
If to Purchaser: Match, Inc.
6245 North Federal Highway
Suite 500
Ft. Lauderdale, FL 33308-1900
Attn: Ronald E. Lusk
Telephone: (954) 771-0500
Telecopy: (954) 771-0899
With copies to: Reed Smith Shaw & McClay, LLP
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, DC 20005
Attn: Thomas C. Fox, Esq.
Telephone: (202) 414-9200
Telecopy: (202) 414-9299
If to Seller: The Presbyterian Foundation
for Philadelphia, Inc.
39th & Market Streets
Philadelphia, PA 19104
Attn: President
Telephone: (215) 662-9102
Telecopy: (215) 662-5169
</TABLE>
PAGE 19 OF 29
<PAGE> 9
<TABLE>
<S> <C>
With copies to: Morgan, Lewis & Bockius, LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
Attn: John F. Bales, Esq.
Telephone: (215) 963-5478
Telecopy: (215) 963-5299
</TABLE>
5.7 Waiver. No waiver hereunder shall be valid unless
set forth in writing.
5.8 Severability. In the event that any term or
provision of this Agreement or any application thereof shall be held by a
tribunal of competent jurisdiction to be unlawful or unenforceable, the
remainder of this Agreement and any other application of such term or provision
shall continue in full force and effect and the parties shall endeavor to
replace the unlawful or unenforceable provision with one that is lawful and
enforceable and which gives the fullest effect to the intent of the parties as
expressed herein.
5.9 No Third Party Beneficiary. This Agreement is for
the benefit of, and may be enforced only by, Seller and Purchaser, and their
respective successors and permitted transferees and assignees, and is not for
the benefit of, and may not be enforced by, any third party.
5.10 Applicable Law. This Agreement shall be governed by
and construed and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania, without regard to the conflicts of laws provisions thereof.
5.11 Construction. The titles and headings to sections
herein are inserted for convenience of reference only, and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement. The
parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that consequently any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party is not
applicable in the interpretation of this Agreement or any exhibits or schedules
hereto.
5.12 Counterparts. This Agreement may be executed in two
or more counterparts, all of which shall be considered one and the same
agreement.
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<PAGE> 10
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date and year first above written.
THE PRESBYTERIAN
FOUNDATION FOR
PHILADELPHIA, INC.
By: /s/ GAIL KASS
---------------------------
Name: Gail Kass
Its: Executive Vice President
MATCH, INC.
By: /s/ RONALD E. LUSK
---------------------------
Name: Ronald E. Lusk
Its: President
PAGE 21 OF 29
<PAGE> 1
Exhibit 4
STOCK PLEDGE AGREEMENT
==============================================================================
THIS STOCK PLEDGE AGREEMENT (this "AGREEMENT"), dated as of
November 17, 1998, is by and between Match, Inc., a Texas corporation
("PLEDGOR"), and The Presbyterian Foundation for Philadelphia, Inc., a
Pennsylvania non-profit corporation ("PLEDGEE").
PRELIMINARY STATEMENTS
A. Pursuant to that certain Stock Purchase Agreement
dated as of November 17, 1998, by and between Pledgor and Pledgee (the
"PURCHASE AGREEMENT"), Pledgor purchased from Pledgee five hundred thirty-three
thousand three hundred thirty three (533,333) shares of Series A Senior
Convertible Preferred Stock (the "PREFERRED STOCK") of Iatros Health Network,
Inc. ("IATROS"). Capitalized terms not defined herein shall have the meanings
given thereto in the Purchase Agreement.
B. Pledgor has paid for its purchase of the shares of
the Preferred Stock (which, for purposes of this Agreement, may be referred to
as the "PLEDGED SHARES") in part by delivery to Pledgee of a non-recourse
promissory note (the "NOTE").
C. The Note is secured by the pledge of the Pledged
Shares. For the purpose of this Agreement, the term "Pledged Shares" shall
mean the Preferred Stock and shall also mean and include any other securities
(including, without limitation, common stock of Iatros issued upon conversion
of the Preferred Stock and any stock dividend or distribution or exchange in
respect of the Preferred Stock or such common stock in connection with any
reorganization, recapitalization, reclassification, or increase or reduction of
capital) to which Pledgor shall become entitled for any reason whatsoever as an
addition to, in substitution for or in exchange for any shares of the Pledged
Shares or such Iatros common stock or other securities.
ACCORDINGLY, in consideration of the preceding preliminary
statements and the mutual covenants, agreements, representations and warranties
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<PAGE> 2
herein contained, the parties hereto, intending to be legally bound, now agree
as follows:
STATEMENT OF AGREEMENT
SECTION 1. GRANT AND TERMS OF PLEDGE.
1.1 Grant. As security for the full and timely payment
and performance of the Note, Pledgor hereby assigns and pledges to Pledgee, and
grants to Pledgee a security interest (the "SECURITY INTEREST") in, all right,
title and interest of Pledgor to the Pledged Shares and in the proceeds
thereof, in order to secure the due payment and performance of all indebtedness
and other obligations of Pledgor under the Note.
1.2 Continuing Agreement. This Agreement creates a
continuing security interest in the Pledged Shares and shall remain in full
force and effect until the Note has been paid in full.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. The
Pledgor represents and warrants to the Pledgee as follows:
2.1 Power and Authorization. Pledgor has the power to
execute, deliver and perform its obligations under this Agreement and the Note
to which it is a party, and Pledgor has taken all necessary action to authorize
such execution, delivery and performance.
2.3 Ownership of Collateral. Except for the Security
Interest, the Pledgor is the legal and beneficial owner of the Pledged Shares,
free and clear of any security interest, lien or other encumbrance.
2.3 First Lien on the Collateral. The Security Interest
constitutes and creates a valid and continuing lien in favor of the Pledgee
securing the Note, which Security Interest is prior to all other security
interests, liens or other encumbrances. All action necessary or desirable to
protect the Security Interest in the Pledged Shares has been, or shall be, duly
taken by the Pledgor. Upon delivery of the certificates representing the
Pledged Shares, the Security Interest shall be perfected in the Pledged Shares.
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<PAGE> 3
SECTION 3. COVENANTS OF PLEDGOR.
3.1 Sale of Pledged Shares. The Pledgor shall not,
without the prior written consent of the Pledgee, sell, encumber, or otherwise
dispose of or hypothecate the Pledged Shares or any portion thereof.
3.2 Delivery of Pledged Shares. All certificates or
instruments at any time representing or evidencing the Pledged Shares shall be
immediately delivered by the Pledgor to the Pledgee, to be held by or on behalf
of the Pledgee pursuant hereto, and shall be in suitable form for transfer by
delivery, or shall be accompanied by instruments of transfer or assignment,
duly executed in blank, all in form and substance satisfactory to Pledgee. If
Pledgor shall at any time become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing the
common stock of Iatros or a stock dividend or distribution, or exchange in
respect of the Pledged Shares in connection with any reorganization,
recapitalization, reclassification, increase or reduction of capital or
otherwise), option or right, whether as an addition to, in substitution for or
in exchange for any shares of the Pledged Shares, or otherwise, Pledgor agrees
to accept the same as agent for Pledgee and to deliver promptly the same to
Pledgee, in exact form as received, with appropriate stock powers relating
thereto duly executed in blank to be held by Pledgee, subject to the terms
hereof, as a further security hereunder.
3.3 Ownership of Pledged Shares. The Pledgor shall
defend the Pledged Shares against all claims and demands of all persons or
entities at any time claiming the Pledged Shares or any interest therein.
3.4 Additional Documents. At any time and from time to
time, upon the request of the Pledgee, and at the sole expense of the Pledgee,
the Pledgor shall promptly execute and deliver any and all such further
instruments and documents and shall take such further action as may be deemed
necessary or desirable in the reasonable judgment of the Pledgee to obtain,
maintain and perfect the Security Interest or to pledge the Pledged Shares to
any lender of the Pledgee.
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<PAGE> 4
SECTION 4. VOTING RIGHTS AND DIVIDENDS
4.1 General. Prior to an Event of Default (as
hereinafter defined), the Pledgor shall be entitled to exercise and receive all
voting and all other rights and privileges, including receipt of dividends,
pertaining to the Pledged Shares.
4.2 Proxies. Prior to an Event of Default, the Pledgee
shall execute and deliver (or cause to be executed and delivered) to the
Pledgor all such proxies and other instruments as Pledgor may reasonably
request for the purpose of enabling the Pledgor to exercise the voting and
other rights which the Pledgor is entitled to exercise and receive pursuant to
Section 4.1 hereof.
4.3 Rights Upon Default. Upon the occurrence and during
the continuance of a failure to pay all payments when due under the Note or a
failure to promptly discharge all obligations of Pledgor under this Agreement
("EVENT OF DEFAULT"), all rights of the Pledgor to exercise the voting and
other rights and privileges, including receipt of dividends, which the Pledgor
would otherwise be entitled to exercise or receive pursuant hereto shall cease
to be effective upon written notice by the Pledgee to the Pledgor ("NOTICE OF
DEFAULT"), and upon delivery of such notice become vested in the Pledgee who
shall thereupon have the sole right to exercise and receive such voting and all
other rights and privileges, including, without limitation, the right to
exercise all voting and corporate rights pertaining to the Pledged Shares at
any meeting of shareholders and exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to
the Pledged Shares; provided, any dividends received by the Pledgee shall be
applied against the amount owed by the Pledgor to the Pledgee under the Note.
Upon an Event of Default, Pledgee shall have the right to cause the Pledged
Shares to be registered in the name of Pledgee and may deliver certificates
evidencing the Pledged Shares and stock powers, or other powers of attorney,
with respect thereto, to the transfer agent for Iatros to enable the Pledgee to
obtain a certificate or certificates for the Pledged Shares in the name of the
Pledgee and the recordation with the transfer agent of the Pledgee as the
holder of record of the Pledged Shares.
SECTION 5. REMEDIES OF THE PLEDGEE
5.1 Remedies Upon Event of Default. If an Event of
Default shall have occurred and is continuing, the Pledgee shall have all of
the rights given to a
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<PAGE> 5
secured party upon default by the Uniform Commercial Code, and may proceed to
foreclose the Security Interest given to the Pledgee hereunder by selling all
or any part of the Pledged Shares at such price or prices and upon such other
terms that are commercially reasonable. Such sales may be in one or more
parcels, at the same or different times, at public or private sale, provided
such sales are made in a commercially reasonable manner. Such sale or sales
may be made for cash or upon credit or in exchange for other securities or
property, or any combination of such consideration. In no event shall Pledgor
be credited with any part of the proceeds of sale of any Pledged Shares until
cash payment thereon is actually received by Pledgee and all expenses,
including reasonable attorneys' fees, in connection with such sale have been
paid. The pledgor agrees that the Pledgee shall be under no obligation to
affect a public sale of all or part of the Pledged Shares and may resort to one
or more private sales and such private sales may be at prices and on terms less
favorable to the Pledgor than if the Pledged Shares were sold at public sales.
The Pledgor agrees that private sales as described above shall be deemed to
have been made in a commercially reasonable manner. In connection with any
such sale or other disposition pursuant to this Agreement, Pledgee shall have
the right, in the name, place and stead of Pledgor, to execute all necessary
endorsements, assignments or other instruments of conveyance or transfer with
respect to all or any part of the Pledged Shares. The Pledgor agrees that at
least ten (10) days prior notice of the time and place of any proposed sale of
the Pledged Shares shall constitute reasonable notification. At any sale of
the Pledged Shares, the Pledgee may bid (which bid shall be in the form of all
or a portion of the cancellation of indebtedness of the Pledgor to the Pledgee
under the Note) for the purchase of the Pledged Shares.
5.2 Termination of Security Interest; Release of Pledged
Shares. Upon performance in full of the Pledgor's obligations to the Pledgee
under the Note, the Security Interest granted herein shall terminate and all
rights to the Pledged Shares shall revert to the Pledgor. Upon such
termination of the Security Interest or release of any Pledged Shares, the
Pledgee will execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence the termination of the Security Interest
or the release of any Pledged Shares which have not yet theretofore been sold
or otherwise applied or released.
PAGE 26 OF 29
<PAGE> 6
5.3 Care. Beyond the exercise of reasonable care to
assure the safe custody of the Pledged Shares while held hereunder, the Pledgee
shall have no duty or liability to preserve rights pertaining thereto, and
shall have no responsibility with respect to the Pledged Shares upon
surrendering such to the Pledgor.
SECTION 6. GENERAL
6.1 Amendments. No amendment to or waiver of any
provision of this Agreement shall in any event be effective unless in a writing
signed by or on behalf of the parties hereto. Any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
6.2 No Implied Waiver; Remedies Cumulative. No failure
or delay on the part of the Pledgee in exercising any right, power or privilege
hereunder and no course of dealing between the Pledgor and the Pledgee shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.
6.3 Parties Bound. The rights of the Pledgee hereunder
shall inure to the benefit of its successors and assigns. This Agreement shall
be binding upon the Pledgor and its heirs, legatees, successors and assigns.
6.4 Notice. Notices hereunder shall be given to the
parties hereto at the addresses and as designated in the Purchase Agreement.
6.5 Construction of Agreement; Modifications. This
Agreement represents the final agreement of the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties. Furthermore, this agreement supersedes all prior written agreements
and understandings, if any, relating to the subject matter hereof.
6.6 Applicable Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to the conflicts of law provisions thereof.
PAGE 27 OF 29
<PAGE> 7
6.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument
notwithstanding that all parties are not signatories to each counterpart.
6.8 Construction. The titles and headings to sections
herein are inserted for convenience of reference only, and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement. The
parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that consequently any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party is not
applicable in the interpretation of this Agreement.
6.9 Successors and Assigns. This Agreement shall be
binding upon the Pledgor and its successors and assigns, and shall inure to the
benefit of and be enforceable by the Pledgee and its successors and assigns.
Neither party may assign or transfer any of its interests or obligations
hereunder without the prior written consent of the other party, such consent
not unreasonably withheld.
[SIGNATURE PAGE FOLLOWS]
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<PAGE> 8
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered as of the date first above written.
PLEDGOR:
MATCH, INC.
By: /s/ RONALD E. LUSK
----------------------------
Name: Ronald E. Lusk
Its: President
PLEDGEE:
THE PRESBYTERIAN FOUNDATION
FOR PHILADELPHIA, INC.
By: /s/ GAIL KASS
----------------------------
Name: Gail Kass
Its: Executive Vice President
PAGE 29 OF 29
