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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER 0-20866
WILSHIRE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 33-0433823
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5861 EDISON PLACE
CARLSBAD, CALIFORNIA 92008
(Address of principal executive offices)
(760) 929-7200
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ___
The number of shares outstanding of the registrant's only class of
Common Stock, no par value, was 12,953,385 on April 10, 2000.
Transitional Small Business Disclosure Format. Yes No X
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WILSHIRE TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------------------------------------
PART 1 - FINANCIAL INFORMATION PAGE
- ----------------------------------------------------------------------------------------------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of 3
February 29, 2000 and November 30, 1999
Condensed Consolidated Statements of Operations 4
for the Three Months Ended February 29, 2000 and
February 28, 1999
Condensed Consolidated Statements of Cash Flows 5
for the Three Months Ended February 29, 2000 and
February 28, 1999
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis 7
or Plan of Operation
- ----------------------------------------------------------------------------------------------
PART II - OTHER INFORMATION
- ----------------------------------------------------------------------------------------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
2
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
February 29, November 30,
2000 1999
------------ ------------
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 46,000 $ 167,000
Accounts receivable trade, less allowance for doubtful
accounts of $7,000 at February 29, 2000
and $7,000 at November 30, 1999, respectively 397,000 305,000
Inventories (Note 2) 908,000 1,222,000
Other current assets 332,000 313,000
------------ ------------
Total current assets 1,683,000 2,007,000
Property and equipment, less accumulated depreciation 3,323,000 3,436,000
Goodwill, less accumulated amortization of $417,000
and $407,000 at February 29, 1999 and November 30,
1999, respectively 325,000 335,000
Patents and trademarks, net 124,000 125,000
------------ ------------
$ 5,455,000 $ 5,903,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
Accounts payable $ 374,000 $ 260,000
Accrued expenses 352,000 420,000
Interest payable 2,110,000 1,758,000
Line of credit (Note 3) 12,383,000 11,933,000
------------ ------------
Total current liabilities 15,219,000 14,371,000
Shareholders' equity (net capital deficiency):
Preferred stock, no par value, 2,000,000 shares authorized
and none issued and outstanding -- --
Common stock, no par value, 50,000,000 shares
authorized; 12,953,385 shares issued and
outstanding at February 29, 2000 and
November 30, 1999 25,912,000 25,912,000
Common stock warrants 387,000 387,000
Accumulated deficit (36,063,000) (34,767,000)
------------ ------------
Total shareholders' equity (net capital deficiency) (9,764,000) (8,468,000)
------------ ------------
$ 5,455,000 $ 5,903,000
============ ============
</TABLE>
Note: The condensed consolidated balance sheet at November 30, 1999 has been
derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
See accompanying notes.
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarters Ended
-------------------------------
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 730,000 $ 631,000
Cost of sales 1,177,000 764,000
------------ ------------
Gross margin (447,000) (133,000)
Operating expenses:
Marketing and selling 141,000 156,000
General and administrative 354,000 492,000
Research and development 0 66,000
------------ ------------
Total operating expenses 495,000 714,000
------------ ------------
Loss from operations (942,000) (847,000)
Other income -- 2,000
Interest income (expense), net (353,000) (287,000)
------------ ------------
Loss before provision
for state income taxes (1,295,000) (1,132,000)
Provision for state income taxes - current 1,000 1,000
------------ ------------
Net loss $ (1,296,000) $ (1,133,000)
============ ============
Weighted average shares outstanding 12,953,000 12,943,000
============ ============
Basic and diluted loss per share $ (0.10) $ (0.09)
============ ============
</TABLE>
See accompanying notes.
4
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarters Ended
-----------------------------
February 29, February 28,
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,296,000) $(1,133,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 183,000 191,000
Provision for loss on accounts receivable 0 1,000
Net change in operating assets and liabilities:
(Increase) decrease in accounts receivable (92,000) 5,000
(Increase) decrease in inventories 314,000 (55,000)
(Increase) decrease in other current assets (19,000) (54,000)
Increase (decrease) in accounts payable and
accrued expenses 46,000 107,000
Increase in interest payable 352,000 253,000
----------- -----------
Net cash used in operating activities (512,000) (685,000)
----------- -----------
INVESTING ACTIVITIES
Purchase of equipment (59,000) (253,000)
Decrease in note receivable from sale of discontinued operations 0 31,000
Increase in other assets 0 (3,000)
----------- -----------
Net cash used in investing activities (59,000) (225,000)
----------- -----------
FINANCING ACTIVITIES
Proceeds from line of credit 450,000 1,031,000
----------- -----------
Net cash provided by financing activities 450,000 1,031,000
----------- -----------
NET INCREASE (DECREASE) IN CASH (121,000) 121,000
CASH - BEGINNING OF PERIOD 167,000 42,000
----------- -----------
CASH - END OF PERIOD $ 46,000 $ 163,000
=========== ===========
</TABLE>
See accompanying notes.
5
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Wilshire Technologies, Inc. (the "Company") develops, manufactures and markets
engineered polymer products for industrial clean room use. The Company, based in
Carlsbad, California, markets products through its Wilshire Contamination
Control Division, and manufactures certain of its products in its wholly-owned
Mexican subsidiary, Wilshire International de Mexico S.A. de C.V.
BASIS OF PRESENTATION
The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended February 29, 2000 are
not necessarily indicative of the results that may be expected for the fiscal
year ending November 30, 2000. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended November 30, 1999.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. Significant intercompany amounts and transactions
have been eliminated.
2. FINANCIAL STATEMENT INFORMATION
Inventories consist of the following:
<TABLE>
<CAPTION>
FEBRUARY 29, NOVEMBER 30,
2000 1999
---------- ----------
<S> <C> <C>
Raw materials $ 511,000 $ 479,000
Work in process 226,000 233,000
Finished goods 282,000 510,000
========== ==========
$ 908,000 $1,222,000
========== ==========
</TABLE>
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3. LINE OF CREDIT
On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included principal of $4,000,000 from a previous agreement, $750,000 from
Demand Notes, accrued interest and management fees of $543,297 on the Agreement
and Demand Notes, and a new credit line commitment of $2,200,000. Under the
terms of the Amended Agreement, the principal of $7,493,297 was due on December
31, 1998, and interest was payable quarterly at an annual rate of 11.5%. From
March 1998 to November 1998, the Company issued Demand notes totaling $930,000
at an interest rate of 11.5% under the credit line agreement.
In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000. The Company further extended the credit line
agreement to June 30, 2000 in a December 31, 1999 amendment. In fiscal 1999, the
Company issued demand notes totaling $3,510,000 under the line of credit
agreement and capitalized debt issuance costs of $18,000. Of the notes issued in
fiscal 1999, $2,010,000 of notes bear interest at a rate of 11.5% annually; the
remaining $1,500,000 of demand notes bear interest at a rate of prime plus 3%
(11.5% at November 30, 1999).
For the first three months of fiscal 2000, the Company issued demand notes
totaling $450,000 at an interest rate of prime plus 3% (11.75% at February 29,
2000).
5. COMMITMENTS AND CONTINGENCIES
BREAST IMPLANT LITIGATION
During the first three months of 2000, there have been no significant
developments in the Breast Implant Litigation. For information regarding legal
proceedings, refer to the information contained in the Company's Annual Report
on Form 10-KSB for the fiscal year ended November 30, 1999, under Note 5 to the
financial statements included therein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Overview
During the first three months of fiscal 2000, the Company focused its efforts on
ramping up sales of the Company's DuraCLEAN polyurethane gloves in both the US
and international markets. Sales of the Company's contamination control products
increased 16% from the first quarter of fiscal 1999, due to product improvement
projects and expansion of the Company's sales organization during the fiscal
year 1999.
On February 7, 2000, the Company (the "Seller") signed a non-binding Letter of
Intent with Foamex Asia Co. Ltd. (the "Buyer"), an affiliate of Foamex
International (FMXI: NASDAQ), for the sale of certain assets and selected
liabilities of the Company's Wilshire Contamination Control Division (the
"Division).
The transaction is subject to the execution of a definitive agreement, which the
Company anticipates will contain other closing conditions and requirements to
satisfactorily complete the transfer of assets.
The final purchase price for the assets will be based upon a percentage of
Foamex future sales of contamination control products over a multi-year
contractual period. Management is unable to anticipate or predict with accuracy
the total purchase price to be paid for the assets.
In addition to the sale of assets, the Buyer and Seller intend to negotiate an
agreement for post-closing joint sales and marketing efforts and sharing of
certain technology, equipment and personnel during the contractual period.
Since no cash is due at closing, the Company will record the sale of the assets
as a receivable (based upon the net book value of the assets transferred). All
payments of purchase price will be applied against the receivable, with no
recognition of gain, until the receivable is extinguished.
7
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Foamex International is an international developer, manufacturer and supplier
of high-quality foam, including key materials utilized in Contamination Control
environments. Foamex Asia Co. Ltd., located in Singapore and in Thailand, is
currently a major supplier of specialty foam products to the Asian market.
Steve Scibelli, President of Foamex Asia Co. Ltd., served as Chief Executive
Officer of Wilshire Technologies from 1994 until 1996. Mr. Scibelli currently
owns 96,073 shares of Company stock and holds an option to purchase 200,000
shares of Company stock, at a purchase price of $0.625 per share, until April
17, 2000 when the options expire. In addition, the Company is contingently
obligated to pay certain other benefits to Mr. Scibelli.
The Company believes that the proposed transactions are in its best interests
because of the likelihood of increased gross profit from the contamination
control business over the next three years, coupled with the ability to better
focus its efforts on the polyurethane glove business during that period.
From time to time the Company may report, through its press releases and/or
Securities and Exchange Commission filings, certain forward-looking statements
that are subject to risks and uncertainties. Important factors that could cause
actual results to differ materially from those projected by such forward-looking
statements are set forth in Exhibit 99 to the Annual Report on Form 10-KSB for
the year ended November 30, 1996, which is herein incorporated by reference.
These include operating losses, liquidity, reliance on major distributors, new
product development, competition, technological change, patents, trade secrets,
product liability, dependence on key suppliers, and dependence on key personnel.
RESULTS OF OPERATIONS
NET SALES
The Company markets its products directly to end users through an internal sales
force utilizing outside distributors. Revenue for all sales is recognized when
title transfers, generally when products are shipped.
Net sales increased by $99,000 (16.0%) to $730,000 in the first quarter of 2000
as compared to $631,000 in the first quarter of 1999. The increase in sales was
attributable to an increase in the Company's contamination control products,
primarily in UltraSOLV(TM)wipers.
GROSS MARGIN
The Company recorded a negative gross margin of $447,000 as compared to a
negative gross margin of $133,000 in the same period of 1999.
Although the Company recognized gross profits on the sale of its contamination
control products, the loss was attributable to high unabsorbed operating costs
of its glove manufacturing plant as the Company continues to ramp up sales of
its DuraClean glove.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses include additional costs related to
the Company's marketing activities and administrative costs (such as executive
and office salaries, related payroll expenses, investor relations, professional
fees, supplies and utilities).
Selling, general and administrative expenses decreased $153,000 (24%) to
$495,000 in the first quarter of 2000 from $648,000 in the first quarter of
1999. The decrease in expense was due primarily to reductions in executive
headcount, and a severance reserve of $50,000 for exiting President and CEO
recorded in the first quarter of 1999.
8
<PAGE> 9
RESEARCH AND DEVELOPMENT
Research and development expenses decreased $66,000 (100%) to less than $1,000
in the first quarter of 2000 as compared to $66,000 in the first quarter of
1999. The decline was due to decreased project expenses and a reduction in
personnel.
INTEREST INCOME (EXPENSE), NET
The Company reported higher interest expense in the first quarter versus the
same period of 1999 due to increased debt outstanding and higher interest rates
in fiscal 2000. The interest expense was related primarily to the line of credit
due to Trilon Dominion Partners, LLC. (See Note 3).
INCOME TAXES
For the quarters ended February 29, 2000 and February 28, 1999, the Company
sustained losses for both financial reporting and income tax purposes. A tax
provision of $1,000 related to state income taxes was recorded in the financial
statements for 1999 and 2000.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company's liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.
During 1999 and the first three months of 2000, the Company has not generated
sufficient cash from operations to fund its working capital and equipment
purchase requirements. Net cash used in operating activities was $512,000 in the
first three months of 2000 versus net cash used in operating activities of
$685,000 in the first quarter of 1999. The decrease in the cash used in
operating activities was primarily due to a reduction in inventories.
Net cash used in investing activities was $59,000 in the first three months of
2000, versus net cash used by investing activities of $225,000 in the first
three months of 1999. The higher investing activities in the first quarter of
the prior year was due to major purchases of glove production equipment that
occurred in the first part of fiscal 1999.
Net cash provided by financing activities was $450,000 in the first three months
of 2000 versus $1,031,000 in the first three months of 1999. The debt financing
in both years was obtained from Trilon Dominion Partners, LLC.
On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included principal of $4,000,000 from a previous agreement, $750,000 from
Demand Notes, accrued interest and management fees of $543,297 on the Agreement
and Demand Notes, and a new credit line commitment of $2,200,000. Under the
terms of the Amended Agreement, the principal of $7,493,297 was due on December
31, 1998, and interest was payable quarterly at an annual rate of 11.5%. From
March 1998 to November 1998, the Company issued Demand notes totaling $930,000
at an interest rate of 11.5% under the credit line agreement.
In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000. The Company further extended the credit line
agreement to June 30, 2000 in a December 31, 1999 amendment. In fiscal 1999, the
Company issued demand notes totaling $3,510,000 under the line of credit
agreement and capitalized debt issuance costs of $18,000. Of
9
<PAGE> 10
the notes issued in fiscal 1999, $2,010,000 of notes bear interest at a rate of
11.5% annually; the remaining $1,500,000 of demand notes bear interest at a rate
of prime plus 3% (11.5% at November 30, 1999).
For the first three months of fiscal 2000, the Company issued demand notes
totaling $450,000 at an interest rate of prime plus 3% (11.75% at February 29,
2000).
As of April 6, 2000, the Company has used its current credit facilities and
anticipates continuing negative cash flow through at least the first half of
fiscal year 2000. Management believes that Trilon Dominion, the Company's
largest shareholder with over 72% of the shares outstanding, will continue to
support the Company as necessary through the end of fiscal year 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
For information regarding legal proceedings, refer to the information
contained in the Company's annual report on Form 10-KSB for the fiscal
year ended November 30, 1999 under the heading, "Legal Proceedings" and
Note 5 to the financial statements therein.
ITEM 2. CHANGES IN SECURITIES:
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
10.163 Demand Note dated March 2, 2000 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.164 Demand Note dated April 5, 2000 between the Registrant and
Trilon Dominion Partners, L.L.C.
27.1 Financial Data Schedule
(B) REPORTS ON FORM 8-K:
None
10
<PAGE> 11
SIGNATURES
In accordance with requirements of the Securities Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WILSHIRE TECHNOLOGIES, INC.
Dated: April 14, 2000 By: /s/ Kathleen E. Terry
--------------------------------
Kathleen E. Terry
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
11
<PAGE> 1
EXHIBIT 10.163
DEMAND NOTE
$200,000.00 New York, New York
March 2, 2000
FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Two Hundred
Thousand and 00/100, DOLLARS ($200,000.00), together with interest on the unpaid
principal amount of this Demand Note outstanding from time to time from the date
hereof, at a rate per annum equal to the Prime rate of interest plus 3.0%, or
the highest rate permitted by law, whichever shall be less.
The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.
Principal and interest may be prepaid at any time without penalty.
This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.
All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.
This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.
Wilshire Technologies, Inc.
By: /s/ Kathleen E. Terry
------------------------------
Name: Kathleen E. Terry
Title:Chief Financial Officer
<PAGE> 1
EXHIBIT 10.164
DEMAND NOTE
$250,000.00 New York, New York
April 5, 2000
FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Two Hundred
Fifty Thousand and 00/100, DOLLARS ($250,000.00), together with interest on the
unpaid principal amount of this Demand Note outstanding from time to time from
the date hereof, at a rate per annum equal to the Prime rate of interest plus
3.0%, or the highest rate permitted by law, whichever shall be less.
The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.
Principal and interest may be prepaid at any time without penalty.
This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.
All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.
This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.
Wilshire Technologies, Inc.
By: /s/ Kathleen E. Terry
---------------------------
Name: Kathleen E. Terry
Title: Chief Financial Officer
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<PERIOD-START> DEC-01-1999
<PERIOD-END> FEB-29-2000
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