1
EXHIBIT 10.23
XXXXXXXXX, WILL & XXXXX
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
000-000-0000
M E M O R A N D U M
CONFIDENTIAL
TO: Xxxx Xxxxx DATE: October 16, 1997
FROM: Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx
RE: Material Differences of First Dental Asset Acquisitions from the
"Model" Asset Purchase Agreement; Material Differences of First
Dental Mergers from the "Model" Merger Agreement; and the
Consideration for each of the Agreements.
----------------------------------------------------------------
This memorandum notes: (i) the material differences between the Asset
Purchase and Sale Agreement for the acquisition of Xx. Xxxxxxxx'x practice,
included as Exhibit 10.21, and each other Asset Purchase and Sale Agreement that
First Dental has consummated; and (ii) the material differences between the
Merger Agreement between First Dental and Xx. Xxxxxxx'x P.C., included as
Exhibit 10.22, and each other Merger Agreement that First Dental has
consummated. The memo also includes the Purchase Price and Form of Payment for
each asset acquisition and merger.
ASSET PURCHASE
Listed below are all variations in material terms, particularly as they
relate to issues of control between First Dental and the Selling Dentist, of all
First Dental Asset Purchase Agreements from the Ellicson Asset Purchase
Agreement.
L. XXXXXXXXX XXXXX ASSET ACQUISITIONS
1. The non-compete covenant extends for a 15-mile radius.
2. The acquisition unwind provisions are NOT triggered by the
failure of First Dental to make payments under the promissory notes.
2
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 2
3. Purchase Price: $167,458.50
(c) $33,500.00 paid directly;
(d) $13,500.00 paid to Xxx Xxxxxx & Associates,
NCCD Consultants;
(e) $3,000.00) paid to Xxxxx & Xxxxxxxxx;
(f) $17,458.50 paid in three consecutive and equal
monthly installments of 5,819.50 each to Xx. Xxxxx on July 22,
1996, August 20, 1996 and September 20, 1996; and
(g) A "Promissory Note" of $100,000.00, with interest
thereon payable at the rate of 7% per annum, to be paid in two
consecutive annual installment of $50,000.00 each plus all
accrued interest.
XXXXX X. XXXX ASSET ACQUISITION
1. First Dental agrees to consult with Xx. Xxxx before establishing
additional Dental Facilities within two miles of this Dental Facility.
2. The non-competition covenant extends for a 5-mile radius.
3. The acquisition unwind provisions are triggered by Xx. Xxxx'x
termination of his Employment Agreement pursuant to the provision thereof.
4. Purchase Price: $394,500 consisting of:
(a) a convertible promissory note in the principal amount
of $192,000 to be paid at the option of the Seller either in cash
or 19,200 shares of Common Stock to be paid or issued and
delivered to Seller on the earlier to occur of either (i) a
public offering of Buyer in which Seller may sell all or some of
the Shares, or (ii) ten (10) years from the Closing Date;
(b) $115,000 to be paid to Seller on the Closing Date;
and
(c) A promissory note in the principal amount of $87,500.
XXXXXXXX XXXXXXXX ASSET ACQUISITION
1. There is no provision prohibiting Xx. Xxxxxxx from referring
Medicare or Medicaid beneficiaries to First Dental or the P.C. for any
"designated health services," as defined under Medicare or Medicaid.
3
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 3
2. The non-competition covenant extends for a 10-mile radius.
3. The acquisition unwind provisions are NOT triggered by failure of
First Dental to make payments under the promissory note.
4. Purchase Price: $250,000 consisting of:
(a) $100,000 to be paid on the Closing Date; and
(b) A promissory note in the principal aggregate amount
of $150,000.
XXXXXX X. XXXXXX ASSET ACQUISITION
1. Until the promissory note is paid in full, First Dental agrees to
provide Xx. Xxxxxx copies of First Dental's and the P.C.'s quarterly and annual
financial statements.
2. First Dental guarantees to Xx. Xxxxxx the prompt and complete
payment by the P.C. of the P.C.'s obligations to Xx. Xxxxxx under his Employment
Agreement.
3. The non-competition covenant extends for a five mile radius.
4. The acquisition unwind provisions are triggered if First Dental
or the P.C. are in breach of a material term of the Asset Purchase Agreement or
Xx. Xxxxxx'x Employment Agreement.
5. Purchase Price: $201,223 consisting of:
(a) $101,223 at Closing by certified bank check; and
(b) A promissory note for $100,000.
XXXXXX X. XXXXXX ASSET ACQUISITION
1. The non-compete covenant extends for a 15-mile radius.
2. The acquisition unwind provisions are NOT triggered by First
Dental's failure to make payments when due under the promissory note.
3. Purchase Price: $202,613.78 consisting of:
(a) $25,000 at Closing;
(b) A Promissory Note of $150,000 at Closing;
4
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 4
(c) A Promissory Note of $27,613.78 representing 50% of
accounts receivable
XXXXXX X. XXXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 10-mile radius from
the Dental Facility.
2. The acquisition unwind provisions are NOT triggered by the
failure of First Dental to make payments when due under the promissory notes.
3. Purchase Price: $396,000 consisting of:
(a) $150,000 at Closing Date by check or wire;
(b) A Promissory Note for $32,406.55 representing 50% of
the face value of the Accounts Receivable as of Closing and
payable on or before six months from the Closing Date.
(c) 30,750 shares of Common Stock at $8.50/share, to be
issued on the earlier to occur of either (i) an initial public
offering by FNEDC or (ii) five (5) years from the Closing Date.
XXXXXX X. XXXXX ASSET ACQUISITION
1. All decisions concerning the hiring, termination and/or salary
level of employees at the Dental Facility shall be subject to the mutual
agreement of First Dental and Xx. Xxxxx.
2. First Dental guarantees payment to Xx. Xxxxx of the P.C.'s
obligations to Xx. Xxxxx pursuant to his Employment Agreement.
3. The non-competition covenant extends for a ten mile radius.
4. The acquisition unwind provisions are NOT triggered by First
Dental's failure to make payments when due under the promissory note.
5. Purchase Price: $250,000 comprising of:
(a) $125,000 at Closing bank check or wire transfer; and
(b) A Promissory Note of $125,000 to be delivered at
Closing.
5
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 5
XXXXX X. XXXXXXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 15-mile radius from
any Dental Facilities at which Xx. Xxxxxxxx has rendered professional dental
services during the prior year.
2. The acquisition unwind provisions are NOT triggered by First
Dental's failure to pay the promissory note when due.
3. Purchase Price: $432,000.00 comprising:
(a) 49,846 shares of Common Stock at $6.50/share, to be
issued at Closing Date; and
(b) $70,001.00 at Closing Date by bank check or wire
transfer, representing the difference between (i) $108,001.00,
approximately 25% of the Purchase Price, and (ii) $38,000.00 paid
to Xxxxxxxx X. Xxxxxxxx, D.M.D. at Closing to clear title to
Assets.
(c) 14,471 shares of Common Stock at $6.50/share, to
cover Seller's capital gains tax liability.
XXXXXXX, KNIGHTS AND XXXXXXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 5-mile radius and
terminates if Drs. Xxxxxxx or Knights terminate their Employment Agreements.
2. The acquisition unwind provisions are triggered by First Dental
or the P.C.'s failure to cure a material breach of the Asset Purchase or
Employment Agreement.
3. Purchase Price: $1,074,444, consisting of:
(a) The aggregate sum of $752,500 to be paid as follows:
(i) $160,549 to Xxxxxxx; (ii) $160,549 to Knights; (iii)
$284,736 to Xxxxxxxx; and (iv) $146,666 to their partnership;
and
(b) Promissory notes in the principal aggregate amount of
$321,944, as follows: (i) $160,972 to Xxxxxxx, and (ii) $160,972
to Knights.
6
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 6
XXXXXX XXXXXXXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 10-mile radius.
The non-competition covenant terminates if the P.C. fails to cure a material
breach of the Employment Agreement or Xx. Xxxxxxxxx exercises his acquisition
unwind rights.
2. The acquisition unwind provisions are NOT triggered by the
failure of First Dental to make payments under the promissory note.
3. Purchase Price: $720,000.00 comprising:
(a) $180,000.00 less any amounts required to be paid by
First Dental directly to third parties holding liens on the
assets of Seller in order to allow Seller clear title to Assets;
(b) $50,000.00, as an "Expenses Reimbursement" to be paid
in 5 monthly installments of $10,000.00 each, commencing at the
end of the first calendar month following Closing;
(c) 120,000 shares of Common Stock at $4.50/share to be
issued to Seller as of January 5, 1996;
(d) 34,839 shares of Common Stock at $4.50/share, to
cover Seller's capital gains tax liability.
WAFID X. XXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 3-mile radius.
2. There are no acquisition unwind provisions in the Asset Purchase
Agreement.
3. Purchase Price: $160,000 at Closing.
XXXXXX X. XXXXX ASSET ACQUISITION
1. The non-competition covenant extends for a 15-mile radius.
2. There are no acquisition unwind provisions in the Asset Purchase
Agreement.
3. Purchase Price: $150,000 at Closing.
7
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 7
XXXX X. XXXXXXXX ASSET ACQUISITION
1. The non-competition covenant lasts for 1 1/2 years and extends
for a 10-mile radius from any Dental Facility.
2. Purchase Price: $144,600.00 plus 50% of the value of the
accounts receivable at Closing, consisting of:
(a) $87,300.00 at Closing by check or wire transfer;
(b) A Promissory Note for $57,300.00; and
(c) A Promissory Note for $21,791.53, representing 50% of
the value of the accounts receivables.
MERGERS
Listed below are all the variations in material terms, particularly as
they relate to issues of control between First Dental and the Selling Dentist,
of all First Dental Merger Agreements from the "Model" Merger Agreement.
XXXXXXXXXX & XXXXXX MERGER.
1. First Dental is required to obtain the prior approval of
Drs. Xxxxxxxxxx and Xxxxxx to undertake any advertising with respect to them.
2. Until the promissory notes are paid in full, Drs. Xxxxxxxxxx and
Xxxxxx shall not refer any Medicare or Medicaid beneficiaries to First Dental or
the P.C. for any "designated health services," as defined under Medicare or
Medicaid.
3. The non-compete covenant lasts for three years and extends for a
10-mile radius. The non-compete provisions are inapplicable if Drs. Xxxxxxxxxx
or Xxxxxx terminate their Employment Agreements.
4. The acquisition unwind provisions are triggered if
Drs. Xxxxxxxxxx and Xxxxxx terminate their Employment Agreements pursuant to the
provisions thereof, but are NOT triggered by the failure of First Dental or the
P.C. to meet its payment obligations to Drs. Xxxxxxxxxx and Xxxxxx under the
Merger or Employment Agreements.
5. Closing Consideration: $425,000.00 plus 50% of the value of the
accounts receivable at Closing, consisting of:
(a) a total of 39,230 shares of Common Stock at $6.50/share to be
issued at Closing;
8
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 8
(b) The aggregate sum of $106,250.00 to be paid by check at
Closing;
(c) Two Promissory Notes in the aggregate principal amount of
$63,755.00; and
(d) Two Promissory Notes in the aggregate principal amount of
$50,239.04, representing 50% of the value of the accounts receivables.
FEINGOLD AND XXXXXXXXX MERGER.
1. Until the promissory notes are paid in full, Drs. Feingold and
Xxxxxxxxx shall not refer any Medicare or Medicaid beneficiaries to First Dental
or the P.C. for any "designated health services," as defined under Medicare or
Medicaid.
2. The non-compete covenant lasts for three years and extends for a
10-mile radius.
3. The acquisition unwind provisions are triggered if First Dental
fails to pay the promissory notes, but are NOT triggered by the failure of First
Dental or the P.C. to meet their respective payment obligations to Drs. Feingold
and Xxxxxxxxx under the Merger or Employment Agreements.
4. Closing Consideration: $400,071.84, to be paid as follows:
(a) 30,745 shares of Common Stock at $6.50/share;
(b) $100,017.96 by certified check; and
(c) Promissory Notes in the aggregate amount of
$100,017.97.
XXXXXXX DENTAL ASSOCIATES MERGER
1. First Dental shall provide Xx. Xxxxxxx financial information
regarding his production and the production of the Dental Facility where Xx.
Xxxxxxx practices.
2. The non-competition covenant lasts for three years and extends
for a 10-mile radius.
3. The acquisition unwind provisions are triggered by Xx. Xxxxxxx
terminating his Employment Agreement, but are NOT triggered by the failure of
First Dental or the P.C. to meet their respective payment obligations under the
Merger or Employment Agreements.
4. Closing Consideration: $1,074,000
(a) 55,575 shares of Common Stock at $8.06/share at
Closing;
(b) $215,500 at Closing;
(c) $215,500 Promissory Note;
9
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 9
(d) $195,000 for the accounts receivable, consisting of a
$100,000 promissory note and 9,500 shares of Common Stock at
$10.00/share.
XXXXX/XXXXXX DENTAL GROUP MERGER
1. Drs. Xxxxx and Xxxxxx have assigned to First Dental certain
copyrighted intellectual property, in return for which First Dental agrees to
pay development and marketing costs and to grant a license back to the dentists.
2. All decisions concerning the hiring, termination and/or salary
levels of First Dental's and the P.C.'s employees at the Dental Facility, and
all marketing and promotional activities, (including signage) are subject to
mutual agreement of First Dental and Drs. Xxxxx and Xxxxxx.
3. Until the promissory notes are paid in full, Drs. Xxxxx and
Xxxxxx shall not refer any Medicare or Medicaid beneficiaries to First Dental or
the P.C. for any "designated health services" as defined under the Medicare or
Medicaid.
4. So long as either Xx. Xxxxx or Xxxxxx is employed at the Dental
Facility, they will have a right of first refusal if First Dental decides to
sell or otherwise dispose of the assets formerly owned or leased by the Xxxxx
Xxxxxx Dental Group.
5. First Dental guarantees to Drs. Xxxxx and Xxxxxx the prompt and
complete payment or performance by the P.C. of the P.C.'s obligations under the
Employment Agreements.
6. The non-compete covenant lasts for three years and extends for a
10-mile radius.
7. Drs. Xxxxx and Xxxxxx'x aggregate liability under the
indemnification provisions is limited to $100,000.
8. The acquisition unwind provisions are triggered if (i) the
accounts payable at the Dental Facility at which Drs. Xxxxx and Xxxxxx provide
services are more than 60 days old, (ii) First Dental or the P.C. fails to meet
its payroll commitments at the Dental Facility or (iii) First Dental fails to
make payments when due under the promissory notes.
9. Closing Consideration: $1,600,000 paid as follows:
(a) 92,307 shares of Common Stock at $6.50/share;
(b) 500,004.50 by certified check;
(c) Two promissory notes, $250,000 each.
10
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 10
XXXXXXXXX AND XXXXXXX MERGER
1. All decisions concerning the hiring, termination and/or salary
levels of First Dental's or the P.C.'s employees at the Dental Facility, as well
as material changes in operations, shall be subject to mutual agreement of First
Dental and Drs. Xxxxxxxxx and Xxxxxxx.
2. So long as each Drs. Xxxxxxxxx and Xxxxxxx are employed at the
Dental Facility, all marketing and promotion activities of First Dental or the
P.C. in connection with the Dental Facility shall be subject to mutual
agreement, and shall be comparable with historical levels. First Dental shall
not place any signage at the Dental Facility except with Drs. Xxxxxxxxx and
Xxxxxxx'x consent, not to be unreasonably withheld.
3. First Dental guarantees to Drs. Xxxxxxxxx and Xxxxxxx the prompt
and complete payment or performance by the P.C., of the P.C.'s obligations under
the Employment Agreements.
4. First Dental and the P.C. agree not to employ any former employee
of the Xxxxxxxxx and Xxxxxxx, P.C. outside the Dental Facility or relocate the
practice without the prior consent of Drs. Xxxxxxxxx and Xxxxxxx, not to be
unreasonably withheld.
5. Neither First Dental nor the P.C. shall remove from the Dental
Facility any assets owned by the Xxxxxxxxx and Xxxxxxx, P.C. as of the Closing
Date without the prior consent of Drs. Xxxxxxxxx and Xxxxxxx, not to be
unreasonably withheld.
6. For so long as either Xx. Xxxxxxxxx or Xxxxxxx is employed at the
Dental Facility, they have a right of first refusal if First Dental decides to
sell, or otherwise dispose of the assets formerly owned or leased by the
Xxxxxxxxx and Xxxxxxx, P.C.
7. The non-competition covenant lasts for three years and extends
for a 5-mile radius.
8. During the employment of either Xx. Xxxxxxxxx or Xx. Xxxxxxx,
First Dental shall not, without prior written consent of Drs. Xxxxxxxxx and
Xxxxxxx, own or operate any dental practice within a 5-mile radius of the Dental
Facility.
9. Drs. Xxxxxxxxx and Xxxxxxx'x aggregate liability under the
indemnification provision shall be limited to $400,000.
10. The acquisition unwind provisions are triggered if (i) the
accounts payable at the Dental Facility are more than 45 days old, (ii) First
Dental or the P.C. has failed to meet its
11
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 11
payroll commitments at the Dental Facility, or (iii) First Dental has failed to
make payments when due under the promissory notes.
11. Closing Consideration: $864,843 to be paid as follows:
(a) $200,000 in convertible promissory notes as follows:
$100,000 to Xxxxxxxxx, and $100,000 to Xxxxxxx each convertible
into 32,305 shares of Common Stock;
(b) $187,500 to be paid by FNEDC at Closing as follows:
$93,750 to Xxxxxxxxx, and $93,750 to Xxxxxxx;
(c) $187,500 promissory notes as follows: $93,750 to
Xxxxxxxxx, and $93,750 to Xxxxxxx;
(d) $225,000 to be paid by FNEDC on behalf of the Company
to Bank of Braintree at Closing (the "Bank of Braintree Loan");
and
(e) $64,843 as reimbursement of Shareholders by FNEDC for
trade payables assumed, $32,421.50 to Xxxxxxxxx, and $32,421.50
to Xxxxxxx.
XXXX-XXXXX PROFESSIONAL ASSOCIATION MERGER
1. Until the promissory notes are paid in full, Drs. Cram Chema and
Chema shall not refer any Medicare or Medicaid beneficiaries to First Dental or
the P.C. for any "designated health services" as defined under Medicare or
Medicaid.
2. The non-competition covenant lasts for one year and extends for a
10-mile radius.
3. The acquisition unwind provisions are NOT triggered by the
failure of First Dental or the P.C. to meet their respective payment obligations
to Drs. Cram Chema and Chema.
4. Closing Consideration: $358,026 to be paid as follows:
(a) 20,812 shares of Common Stock at $8.00/share;
(b) $83,250 payable by certified or bank checks;
(c) $83,250 Promissory Note; and
(d) $25,026 Promissory Note, representing 50% of the
value of the accounts receivable as of the Closing Date and the
sum of $6,774.84 to Dr. Hewlett.
12
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 12
XXXX X. SILVER MERGER
1. First Dental will provide copies of its year end financial
statements and financial information regarding Dr. Silver's production and the
production of the Dental Facility where Dr. Silver practices dentistry.
2. The non-competition covenant lasts three years and extends for a
10-mile radius of the Dental Facility or of any Dental Facility which existed as
of the Closing Date.
3. First Dental and the P.C. will not own or operate a dental
practice or health care facility within a 10-mile radius of the Dental Facility.
Doing so gives Dr. Silver a right to terminate his Employment Agreement with the
P.C.
4. The acquisition unwind provisions are triggered by Dr. Silver's
termination of his Employment Agreement, but are NOT triggered by the failure of
First Dental or the P.C. to meet its payment obligations to Dr. Silver under the
Merger or Employment Agreements.
5. Closing Consideration: $350,461.50 consisting of:
(a) 17,715 shares of Common Stock at $10.00/share;
(b) $86,655.75 by check at Closing;
(c) $86,655.75 on first anniversary of the Closing Date.
XXXXXX X. XXXX MERGER
1. First Dental agrees that it shall use Xx. Xxxx'x name in
advertising only with his prior approval.
2. The non-competition consent lasts for three years and extends for
a 10-mile radius. The covenant terminates if he terminates his Employment
Agreement or if the P.C. elects not to renew his Employment Agreement following
the initial term for certain reasons.
3. First Dental and the P.C. agree not to own or operate a dental
practice or health care facility within a 10-mile radius of the Dental Facility.
4. Closing Consideration: $270,436.89, consisting of:
(a) 38,077 shares of Common Stock at $6.50/share; and
(b) $22,936.39 in next day available funds at Closing.
13
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 13
XXXXXXX X. GRASS MERGER
1. The non-competition covenant lasts for three years and extends
for a 10-mile radius. The non-competition covenant shall not apply to Dr. Grass
if he or the P.C. terminate his Employment Agreement for specified reasons.
2. The unwind provisions are NOT triggered by the failure of First
Dental or the P.C. to meet their respective payment obligations under the Merger
or Employment Agreements.
3. Closing Consideration: $480,000, consisting of:
(a) 80,000 Shares of Common Stock at $4.50/share at
Closing;
(b) $120,000 to Shareholder in next day available funds
at Closing.
XXXXXXX X. XXXXXX MERGER
1. First Dental agrees to maintain the Dental Facility at its
present location through the term of the lease for the Dental Facility and any
extension or renewal thereof.
2. Until the promissory note is paid in full, Xx. Xxxxxx shall not
refer any Medicare or Medicaid beneficiaries to First Dental or the P.C. for any
"designated health services" as defined under Medicare or Medicaid.
3. The non-competition covenant lasts for three year and extends for
a 10-mile radius; however, Xx. Xxxxxx is only prohibited from owning or
operating any dental practice or healthcare facility and is NOT prohibited from
practicing dentistry under the non-competition covenant. If Xx. Xxxxxx completes
the full, initial term of his Employment Agreement, the duration of the
non-competition covenant is reduced to one year. 4. The acquisition unwind
provisions are triggered by a material breach by First Dental or the P.C. of
their respective obligations under the Merger Agreement, the Lease and the
Employment Agreement which is not cured.
5. Closing Consideration: $354,190.18 consisting of:
(a) 70,000 Shares of Common Stock at $4.50/share at
Closing;
(b) $39,190.18 to Shareholder in next day available funds
at Closing.
14
Memorandum To: Xxxx Xxxxx
October 16, 1997
Page 14
XXXXXX AND WATKIN MERGER
1. Until the promissory note is paid in full, Drs. Xxxxxx and Xxxxxx
shall not refer any Medicare or Medicaid beneficiaries to First Dental or the
P.C. for any "designated health services" as defined under Medicare or Medicaid.
2. The non-competition covenant lasts for three years and extends
for a 10-mile radius. The covenant shall not apply in the event of a termination
of a dentist's Employment Agreement for certain specified reasons.
3. Closing Consideration: $1,537,500, consisting of:
(a) 137,500 Shares of Common Stock at $4.50/share at
Closing;
(b) $150,000 payable to each Shareholder on Jan. 16,
1996.
XXXXXX XXXXXX MERGER
1. Until the promissory is paid in full, Xx. Xxxxxx shall not refer
any Medicare or Medicaid beneficiaries to First Dental or the P.C. for
"designated health services" as defined under Medicare or Medicaid.
2. The non-competition covenant lasts for three years and extends
for a 10-mile radius from any Dental Facility at which Xx. Xxxxxx has provided
professional dental services within the year preceding termination.
3. The acquisition unwind provisions are NOT triggered by the
failure of First Dental or the P.C. to meet their respective payment obligations
to Xx. Xxxxxx under the Merger or Employment Agreement.
4. Closing Consideration: $194,000, consisting of:
(a) 5,000 Shares of FNEDC Common Stock at $10.00/share at
Closing;
(b) $25,000 to Shareholder by check at Closing; and
(c) $119,000 to Shareholder pursuant to terms of
Promissory Note.
