EXHIBIT 10.28
JOINT VENTURE AND STOCKHOLDERS AGREEMENT
AGREEMENT made as of the 12th day of November, 1998, by and among
Xxxxxxx Xxxxxx Publishing Limited, an Ontario corporation ("MHPL"), having an
address at 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx and Patient InfoSystems, Inc., a
Delaware corporation ("PATI"), having an address at 00 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxx (both of the foregoing are hereinafter sometimes collectively called
"Stockholders", and individually called "Stockholder"); and Patient InfoSYSTEMS
Canada Inc., an Ontario corporation with offices at 000 Xxx Xxxxxx, Xxxxxxx,
Xxxxxxx (hereinafter sometimes called the "Corporation").
WITNESSETH
WHEREAS, the Stockholders own all of the issued and outstanding common
shares (the "Common Shares") of the Corporation; and
WHEREAS, the Stockholders wish to enter into a joint venture to market
and sell, on an exclusive basis in Canada, products and services developed by
PATI and to jointly manage, finance and operate the Corporation as set forth in
this Agreement; and
WHEREAS, the Stockholders desire to make certain provisions with
reference to their respective stock holdings in the Corporation;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained, and other good and valuable consideration, the parties hereto agree
as follows:
I Definitions
When used in this Agreement, the following words and phrases shall be deemed to
have the following meanings:
(a) "transfer", "dispose" and any other term or terms of similar purpose
shall, without limitation, be deemed to include the making or granting of any
sale, exchange, assignment, gift, pledge, hypothecation, mortgage, security
interest, encumbrance or other transfer or disposition whatsoever, voluntary,
involuntary or by operation of law, affecting title to or the right to the
possession of, any shares of stock of the Corporation or any interest therein.
(b) "Stock", "Shares" and "Shares of Stock" (unless expressly otherwise
stated) shall be deemed to mean all the Common Shares of the Corporation, now
owned or hereafter acquired by the parties hereto or by persons, who may
hereafter become a party or agree to be bound by the terms hereof, irrespective
of the time and manner of such acquisition, including, without limitation, any
shares resulting from a split-up, stock dividend or exchange of any stock.
2 . The Corporation
(a) Election of Directors. The board of directors of the Corporation
(the "Board of Directors") shall consist of four directors and each Stockholder
shall have the right to designate two representatives to the Board of Directors
to serve as a director of the Corporation. In the event any directorship
occupied becomes vacant for any reason, such vacancy shall be filled by the
party having the right to designate such director.
(b) Directors' Proceedings. Unless waived in writing by all the
directors of the Corporation, not less than four Business Days (being a day
which is not a Saturday, Sunday or public holiday in Toronto, Ontario and
Rochester, New York) notice shall be given of all meetings. of the Board of
Directors. A quorum for meetings of the Board of Directors shall be two
directors, including at least one nominee of each Stockholder, in each case
present in person or present by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously (and, for greater
certainty, a meeting of the Board of Directors may be constituted at which some
directors are present in person and other directors are present by means of such
communication facilities), All questions proposed for consideration of the
directors at a meeting of the Board of Directors shall be determined and all
resolutions shall be passed, in order to be effective, by the votes of not less
than a majority of the directors present at such meeting, provided that if one
but not both of the designees of either Stockholder is present at any meeting of
the Board of Directors, the designee of such Stockholder who is present at such
meeting may cast, in addition to his own vote, an additional vote.
(c) Matters reserved to Shareholders. Notwithstanding any statute or
other law to the contrary, none of the following matters shall be carried out or
effected by the Corporation without the prior written approval of both
Stockholders:
(i) any amendments to the articles of incorporation or by-laws of
the Corporation or any amalgamation, arrangement, continuance,
winding up, dissolution, liquidation or reorganization of the
Corporation;
(ii) any issue of Shares or the granting of any option or right
(including convertible securities, warrants, or convertible
obligations of any nature) for the purchase or issuance of any
Shares or other securities of the Corporation, except as
expressly permitted by any other provisions of this Agreement;
(iii) any transfer of Shares of the Corporation by a Stockholder,
except as expressly permitted by any other provisions of this
Agreement;
(iv) any purchase by the Corporation of any of its Shares or any
other return of capital of the Corporation;
(v) any material change in the business of the Corporation from the
Business defined in section 3(b);
(vi) the change in number of directors on the Board of Directors;
(vii) any appointment or removal of the accountants or auditors of the
Corporation;
(viii) the approval of any Budget, or the approval of any material
alteration in any Budget previously approved in accordance
with section 2(g);
(ix) any purchase of any shares or any material assets by the
Corporation, including without limitation any investments in or
purchase of any business by the Corporation, whether directly or
by acquiring the entity through or by which the business is
operated or in any other manner;
(x) any borrowing or financing by the Corporation or the application
for, or obtaining of, any line of credit by the Corporation from
any financial institution or any material alteration in any such
financing arrangements;
(xi) any capital or other expenditures in excess of $10,000 for any single
such expenditure or any leasing of capital equipment
by the Corporation, in each case
unless provided for in a Budget previously approved in accordance
with section 2(g);
(xii) any proposed sale, lease, exchange or other disposition of
property or assets of the Corporation;
(xiii) any assignment, mortgage, charge, pledge, encumbrance of or
grant of any security interest in, property or assets of the
Corporation;
(xiv) any provision of any guarantee, indemnity or other financial
support by or to the Corporation; and
(xv) any transactions between the Corporation and any person not
dealing at arm's length with the Corporation or any of the
Stockholders, except as specifically referred to in any paragraph
of this Agreement or as provided for in a Budget approved in
accordance with section 2(g).
(d) Stockholders' Proceedings. Unless waived in writing by all of the
Stockholders, not less than ten Business Days notice shall be given of any
meeting of the Stockholders. A quorum for meetings of the Stockholders shall
require the attendance of each Stockholder present in person or by proxy.
(e) No Casting Vote. Neither the President of the Corporation or the
chairman of any meeting of the Board of Directors of the Corporation or of the
Shareholders shall by virtue of his office, position or for any other reason be
entitled to any second or casting vote in respect of any matters coming before
such meeting.
(f) Accountants. Until changed in accordance with section 2(c)(vii), the
accountants of the Corporation shall be KPMG.
(g) Annual Budget. Not less than 45 days prior to the commencement of
each fiscal year of the Corporation, the officers of the Corporation shall
prepare and deliver to the Board of Directors and to the Stockholders a proposed
business plan and budget for such fiscal year, which business plan and budget
shall set out in reasonable- detail the projected revenue and proposed
expenditures of the Corporation for such fiscal year. The Board of Directors and
the Stockholders shall meet prior to the commencement of such fiscal year to
consider and approve such business plan and budget, with such amendments or
modifications thereto as the Board of Directors and the Stockholders deem
appropriate (which business plan and budget, as approved, is herein referred to
as a "Budget").
(h) Election of 0fficers Until changed by the Board of Directors, the
following persons shall be elected as officers of the Corporation:
President Xxxxx Xxxx
Vice President, Finance Xxxxxxx X. Xxxx
Secretary/Controller Xxxxxxx Xxxxxx
(i) Compensation and Duties of President. Xxxxx Xxxx,- the President of
the Corporation, will continue to be employed on a full-time basis by PATI. Xx.
Xxxx'x compensation will be the sole responsibility of PATI; provided that the
Corporation will reimburse PATI for a pro rata portion of Xx. Xxxx'x base salary
for a year based on the percentage of Xx. Xxxx'x time spent on the affairs of
the Corporation in such year, but in no event shall MHPL be required to
reimburse PATI for an amount in respect of Xx. Xxxx'x salary in excess of the
amount specified in the Budget approved in accordance with Section 2(g) for such
year. In providing his services as President of the Corporation, Xx. Xxxx will
perform such duties for the Corporation and its subsidiaries as may from time to
time be assigned to him by the Board of Directors and he will devote the time
necessary and exercise the power and authority to fulfil the responsibilities
conferred upon him, honestly, diligently, in good faith and in the best interest
of the Corporation and its subsidiaries. For so long as this Agreement is in
effect, Xx. Xxxx agrees that any business opportunity or proposal originated or
offered to Xx. Xxxx that could reasonably be considered related to the Business
of the Corporation shall constitute and be considered property of the
Corporation and shall be referred to and brought to the attention of the Board
of Directors of the Corporation at the earliest possible opportunity. Xx. Xxxx
covenants and agrees that in addition to any and all terms of this Agreement, he
shall fulfil all fiduciary obligations that he owes to the Corporation by virtue
of his position with the Corporation and that the duty to fulfil all such
obligations shall survive the termination of his tenure as President and such
termination of his tenure shall not operate as a waiver or release of any such
duty.
3 . Covenants
(a) Disclosure of Trade Secrets. During the term of this Agreement and
thereafter, each Stockholder will not, except as properly required in conducting
the Business of the Corporation, disclose or utilize, or authorize or cause
anyone else to disclose or utilize for the profit of anyone other than the
Corporation, any trade secret or confidential information, knowledge or data of
the Corporation of which it has knowledge, including, without limitation, any
customer lists not made public by the Corporation.
(b) Covenant Not to Compete Each Stockholder covenants and
agrees with the Corporation and the other Stockholder that it will not during
the term of this Agreement and for so
long as it owns Stock (the "Term') directly or indirectly own, manage, operate,
control, finance or otherwise be interested or participate in the ownership,
management, operation or control of any person, corporation or other entity or,
sell or produce products in Canada which are directly competitive with the
Business of the Corporation. Each of the Stockholders hereby acknowledges that
the provisions of this subparagraph 3(b) shall serve as a prohibition against
directly or indirectly hiring, offering to hire, enticing away or in any way
persuading or attempting to persuade any officers, employees, agents or,
customers or prospective customers of the Corporation to discontinue or alter
his or its relationship with the Corporation during the Term. For the purposes
hereof, the "Business" of the Corporation shall mean the business carried on by
the Corporation consisting of the provision to patients and health care
providers in Canada of patient-directed health care information systems and
services to manage, collect and analyze information to improve patient
compliance with prescribed treatment protocols, to improve the process of
off-site management and to enhance patient and provider information.
Notwithstanding the foregoing, neither Stockholder shall be precluded from:
(i) carrying on any business currently carried on by such Stockholder or
any successor to such business or from continuing to publish any publication
currently published by such Stockholder, or successor to any such publication;
(ii) acquiring securities of a class which are traded on a stock exchange
or over the counter as long as such securities represent not more than_20% of
the issued. and outstanding securities of such class; or
(iii) acquiring an interest in a business, either through the acquisition
of shares, assets or otherwise, where the acquired business (the "Acquired
Business") contains, as a part hereof, a business (the "Competing Segment"), the
operation of which would cause the Stockholder to be in breach of the provisions
of this section 3, providedthat this exception shall only apply so long as the
following conditions are applicable: (A) the Competing Segment did not, in the
financial year preceding the acquisition by Stockholder or in any subsequent
financial year, account for 40% or more of the revenue of the Acquired Business;
and (B) if the Competing Segment did, in the financial year preceding the
acquisition by the Stockholder or in any subsequent financial year, account for
10% or more of the revenues of the Acquired Business, the Stockholder uses its
reasonable efforts to dispose of the Competing Segment to a third party on
normal commercial terms within a reasonable period of time following such
acquisition or following such subsequent financial year, as the case may
(c) Further Assurances. The parties hereto covenant and agree to do or
cause to be done all acts and things, whether by the Board of Directors or
otherwise, to execute and deliver or cause to be executed and delivered all such
instruments and to exercise or cause to be exercised any and all voting rights
attaching to the Common Shares of the Corporation held by each of them in order
that all provisions of this Agreement shall be fully and effectively carried
out, implemented and given effect to in accordance with the term hereof.
4 . Stock of the Corporation
(a) Ownership of Stock. The parties acknowledge and agree that as of the
date hereof there are 100 Common Shares issued and outstanding (and no more),
which are owned as follows:
Stockholder No. of Common Shares Owned
Xxxxxxx Xxxxxx Publishing Limited 50
Patient InfoSystems, Inc. 50
The Stockholders represent and warrant that they are the legal and beneficial
owners of such Stock and hold such Stock free and clear of all liens, security
interests, claims or encumbrances whatsoever.
(b) Restrictions on Transfer of Stock. Except as provided in this
Agreement, no Stockholder shall transfer or dispose of any of the Stock of the
Corporation now or hereafter owned or held by it without the prior written
consent of the other Stockholder. Any attempted or purported transfer of Stock
by any Stockholder in violation of the terms of this Agreement shall be void and
the Corporation shall reject and refuse to transfer on the books any Stock which
may have been transferred in violation of the provisions of this Agreement, and
the Corporation shall not recognize any person receiving any Stock as a
Stockholder nor shall any such person have any rights as a Stockholder of the
Corporation. Notwithstanding the foregoing, either Stockholder shall be entitled
to, without the consent of the other Stockholder, transfer all (but not less
than all) of the Stock owned by such Stockholder to an affiliate (as defined in
the Business Corporations Act (Ontario)) of such Stockholder; provided that such
affiliate agrees in writing to be bound by the terms of this Agreement and
further provided that notwithstanding such transfer, the transferring
Stockholder shall continue to be bound by the terms of this Agreement.
(c) Negotiated Sale. If, at any time following the second anniversary of
the date of this Agreement, either Stockholder shall desire to transfer all (but
not part) of its Stock to the other Stockholder, the Stockholder desiring to
transfer ("Selling Stockholder") shall give written notice ("Selling
Stockholder's Notice") to the Corporation and the remaining Stockholder of the
Corporation ("Purchasing Stockholder"), stating that the Selling Stockholder
desires to transfer all of the Stock owned by it to the Purchasing Stockholder.
Following the delivery of a Selling Stockholder's Notice, the Selling
Stockholder and the Purchasing Stockholder shall, in good faith,conduct
negotiations with a view to agreeing upon the terms of the sale of the Stock of
the Selling Stockholder to the Purchasing Stockholder including the price, which
the parties agree shall be based on the fair market value of such Stock at the
time of delivery of the Selling Stockholder's Notice and the terms of any
ongoing services to be provided by the Selling Stockholder to the Corporation
following such sale. The Selling-Stockholder and the Purchasing Stockholder
shall also, in good faith, consider alternative methods by which the Selling
Stockholder may dispose of its interest in the Corporation, including by way of
the wind up and dissolution of the Corporation as contemplated by paragraph 7
and by way of the sale of all of the Stock of the Selling Stockholder only or of
both the Selling Stockholder and the Purchasing Stockholder or of the property
and assets of the Corporation to a third party. If the Selling Stockholder and
the Purchasing Stockholder are unable, following such good faith negotiations,
to reach an agreement for the sale of the Selling Stockholder's Stock to the
Purchasing Stockholder or an agreement as to an alternative manner in which the
Selling Stockholder may dispose of its interest in the Corporation within 60
days following the delivery of the Selling Stockholder's Notice, the Selling
Stockholder and the Purchasing Stockholder shall continue as Stockholders, shall
not be required to continue to negotiate and the terms of this Agreement shall
continue in full force and effect. MHPL and PATI agree that neither one of them
shall be permitted to deliver a Selling Stockholder's Notice until after 180
days following the delivery of a previous Selling Stockholder's Notice.
5 . Legend on Certificate
There shall be endorsed upon the Certificate of Stock of the Corporation
heretofore or hereafter issued to the Stockholders or to any other person
acquiring Stock pursuant to this Agreement, an endorsement reading as follows:
"The sale, transfer, pledge, assignment granting of a security interest
in, or other disposition or encumbrance of all shares represented by
this Certificate are subject to the terms and conditions of a certain
Agreement entered into between this Corporation and all of its
Stockholders as of the 12th day of November, 1998, for the purposes
therein provided, and any owner hereof is subject to the obligations
therein set forth and contained."
6 . Contributions of the Stockholders
(a) Each of the Stockholders agrees to make the following contribution to the
Corporation of materials, services and facilities:
(A) Contributions by PATI.
(i) PATI agrees to provide to the Corporation on an
exclusive basis within Canada all products and services offered
by PATI throughout the world for use by the Corporation in the
conduct of its Business. The fees and costs to be charged by PATI
for such products and services shall be at a discount from the
lowest costs and fees charged by PATI for such products and
services to any of its third party customers, with the amount of
such discount in each particular case to be as agreed to between
MHPL and PATI, acting reasonably.
(ii) PATI will provide all product, services, hardware,
software, and support (the "Products") necessary to operate
programs sold to the Corporation by PATI. PATI will be
responsible for all such Products, including the content thereof
and will indemnifyand hold harmless MHPL and the Corporation from
any claim or loss suffered by MHPL or the Corporation relating to
such Products or the content thereof.
(iii) PATI will provide on an ongoing basis, at no charge to the
Corporation, training and marketing expertise as needed by the Corporation.
(iv) PATI agrees to offer to the Corporation, on an exclusive basis
within Canada, all products and services developed by PATI for which it has the
right under development agreements, to the extent appropriate, to offer such
rights to the Corporation. If any such products or services are not accepted by
the Corporation, PATI shall be free to offer and sell any such products and
services to any third parties. The fees and costs to be charged by PATI for such
products and services shall be at a discount from the lowest costs and fees
charged by PATI for such products and services to any of its third party
customers, with the amount of such discount in each particular case to be as
agreed to between MHPL and PATI, acting reasonably.
(v) PATI, at its own cost and expense, agrees to support the development
of new products and services unique to the Canadian market.
(vi) PATI agrees to provide such capital contributions as are agreed to
by the Board of Directors and contemplated by a Budget approved in accordance
with section 2(g) hereof with such capital contributions to be equal to the
capital contributions of MHPL.
(B) Contributions to the Corporation by MHPL.
(i) MHPL will provide sales, sales support and marketing services to the
Corporation through its Customer Communications Division. All commission payment
rates and other payments to be charged by MHPL for such services shall be at a
discount from the lowest rates charged by MHPL for such services to any of its
third party customers, with the amount of such discount in each particular case
to be as agreed to between MHPL and PATI, acting reasonably.
(ii) MHPL will provide to the Corporation all required infrastructure
support for the Corporation, including, but not limited to, occupancy,
telephone, secretarial, accounting, billing, collection, reporting, cash
management, tax and regulatory requirements. The costs payable by the
Corporation for such support shall be $20,000 for the initial year of this
Agreement, and for subsequent years, shall be such amount as is provided in a
Budget for such year approved in accordance with section 2(g) hereof.
(iii) MHPL will generate content for use by the Corporation. The fees to
be charged by MHPL for such content hall be at a discount from the lowest fees
charged by MHPL for such content to any of its third party customers, with the
amount of such discount in each particular case to be as agreed to between MHPL
and PATI, acting reasonably. MHPL will be responsible for all such content, and
will indemnify and hold harmless PATI and the Corporation from any claim or loss
suffered by PATI or the Corporation relating to such content.
(iv) MHPL agrees to use its reasonable best efforts to identify
opportunities for the Corporation to develop new products and services using
technology of PATI that could be unique to the Canadian market. Where such
products and services are sold outside Canada by PATI or its affiliates, PATI
agrees to pay to the Corporation a royalty to be agreed upon at the time of such
offer and sale by the Corporation and PATI, acting reasonably.
(v) MHPL agrees to provide such capital contributions as are agreed to by
the Board of Directors and contemplated by a Budget approved in
accordance with section 2(g) hereof with such capital contributions to
be equal to the capital contributions of PATI.
(b) Equity Option
PATI hereby grants to MHPL an irrevocable option (the "Option") to acquire
200,000 shares of Common Stock of PATI (the "Option Shares") at an exercise
price of $3.50 per share exercisable over a period of five years. The
parties acknowledge that the Option Shares represent 2.5% of the issued and
outstanding shares of PATI on the date hereof. PATI agrees that if after
the date hereof, it completes a reconstruction or reorganization or
recapitalization of PATI or if PATI amalgamates into or with another
corporation or if it completes a redivision, consolidation,
reclassification, subdivision or other change of the common stock of PATI
(the "Reorganization"), the Option shall, without further act or formality,
be deemed to be amended in order to provide to MHPL upon exercise with the
same number and class of securities as would have been received by MHPL if
the Option had been exercised immediately prior to such Reorganization.
Upon the termination of this Agreement, MHPL may exercise the Option at any
time during the period of 30 days following the termination of this
Agreement provided that at the end of such 30 day period, the unexercised
portion of the Option shall expire. PATI shall forthwith after the date
hereof deliver to MHPL an option agreement reflecting the foregoing terms
of the Option and shall obtain all necessary regulatory approvals to the
granting of the Option, and shall arrange for the listing of the Option
Shares on the applicable exchange.
7 . Duration of Agreement
This Agreement shall remain in full force and effect for as long as both of
the Stockholders own Stock of the Corporation and the Corporation is
actively engaged in the Business; provided that: (a) if both Stockholders
agree in writing, the Corporation may at any time be dissolved and its
business and assets liquidated in an orderly wind-up of the affairs of the
Corporation, with all benefits or costs to be shared equally, and this
Agreement shall terminate effective upon such dissolution; and (b) at any
time after the second anniversary of the date of this Agreement, either
Stockholder (the "Electing Stockholder") may, by delivery of written notice
to the Corporation and to the other Stockholder, elect to surrender its
Stock to the Corporation for cancellation, and upon receipt of such notice
and the certificate of the Electing Stockholder representing the Stock, the
Corporation shall forthwith distribute to the Stockholders by way of
dividend the balance of the retained earnings of the Corporation and both
parties shall be released from their obligations under this Agreement.
8 . Miscellaneous Provisions
(a) All prior agreements with regard to the shares of Stock are hereby
cancelled.
(b) The captions of the various paragraphs herein are inserted only for
reference and for the convenience of the parties, and in no way define, limit or
describe the scope of this Agreement, nor the intent of any of the provisions
thereof.
(c) This Agreement is made under, and shall be governed by the laws of
the Province of Ontario in all respects, including matters of construction,
validity and performance.
(d) This Agreement cannot be changed or terminated orally. A waiver in
one instance shall not be effective unless it is in writing and shall not be
deemed a continuing waiver.
(e) This Agreement and the confidentiality agreement between the parties
hereto constitute the entire Agreement between the parties.
(f) All pronouns and words shall be read in appropriate number and
gender, the
masculine, feminine and neuter shall be interpreted interchangeably and the
singular shall include the plural and vice versa, as the circumstances may
require.
9 . Notice
Any notice permitted to be given pursuant to this Agreement shall
be in writing addressed as follows, and given by prepaid private courier or
otherwise hand delivered or sent by telecopier or other similar means of
electronic communication:
If to MHPL or the Corporation:
Xxxxxxx Xxxxxx Publishing Limited
Xxxxxxx Xxxxxx Building
777 Bay Street
Toronto, Ontario
M5W IA7
Attention: Xx. Xxxxx 0. Xxxx, Vice-President
Telecopier: (000) 000-0000
and
Attention: Xx. Xxxxxxx X. Xxxx, Vice President, Finance
Telecopier-. (000) 000-0000
with a copy to:
Xxxxxx Communications Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X I G9
Attention: Xx. Xxxxx X. Xxxxxx
Vice-President, General Counsel
Telecopier: (000) 000-0000
If to PATI or Xxxxx Xxxx:
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxx Xxxx and Xx. Xxx Xxxxxxxx
Telecopier: (000) 000-0000
with a copy to:
Gibbons, DelDeo, Xxxxx, Xxxxxxxxx and Xxxxxxxxx
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
Any notice given in accordance with the provisions of this section 9 shall be
deemed to have been given and received when so delivered or if sent by
telecopier or other electronic means of communication, on the day of
transmission thereof if given on a Business Day and during the normal business
hours of the recipient and if not so given, on the next Business Day. Any party
hereto may change its address for notice by notice to the other parties in the
manner as aforesaid.
10. Extent Obligations
This Agreement shall be binding, not only upon the parties hereto, but also
upon their successors and permitted assigns, and they severally agree to execute
any instrument in writing which shall be necessary or proper in carrying out the
purposes and intent of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
Xxxxxxx Xxxxxx Publishing Limited
Per: /s/ Xxxxxxx Xxxx
Per: /s/ Xxx Xxxx
Patient InfoSystems, Inc.
Per: /s/ Xxx X Xxxxxxxx
Per: /s/ Xxxx X Xxxxxx
Patient InfoSYSTEMS Canada Inc.
Per: /s/ Xxx Xxxx
Per: /s/ Xxxxx Xxxx
The provisions of section 2(i) are hereby accepted and agreed to as of the
12th day of November, 1998.
/s/ Xxxxx Xxxx /s/ Xxxx Xxxxxxxxx
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Xxxxx Xxxx Witness
