EXHIBIT 2.5
SHAREHOLDER AGREEMENT
XX. XXXXX XXXXXXX, residing at Brno, Xxxxxxx 00, Xxxxx Xxxxxxxx, DOB 22 January
1952, Birth Code Number 520122/043 (the "Seller")
and
MEDCOM USA, INC., registered office at 00000 Xxxxx, Xxxxxx X&X, Xxxxxx,
Xxxxxxxxxx 00000, XXX, represented by Xxxx Xxxxxxx, President (the "Buyer").
execute this shareholder agreement ("Agreement") in compliance with Czech law
and the provisions of Article 115, Pars 2 and 3 of At 513/1991 Sb.
ARTICLE I
The Seller is the owner of a 9% share in DCB Actuaries and Consultants s.r.o.,
registered office of Brno, Xxxx 0, Xxxxx Xxxxxxxx ("DCB") on the size of his
investment of 90,000 CZK in the DCB founding capital totaling 1,000,000 CZK.
ARTICLE II
In agreement with the decision of the general meeting of DCB held on 31 March
2000, the Seller hereby transfers his entire share defined in Article I of this
Agreement to the Buyer, and the Buyer shall accept the share. At the same time,
the Buyer states that it agrees with the Memorandum of Association that governs
the legal situation in DCB.
ARTICLE III
For his entire share, the Seller shall receive within 30 days after the
execution of this Agreement from the Buyer an amount of 103,846 (one hundred and
three thousand eight hundred and forty six) USD to the Seller's bank account and
preferred stock, convertible after 1 year to 9,000 of the Buyer common shares.
The preferred stock certificate will be mailed by certified carrier.
ARTICLE IV
The transfer of the share shall take effect as of the date of signing this
Agreement and under the terms outlined in Article VI. The Buyer agrees with the
terms and conditions of this Agreement.
ARTICLE V
By signing this Agreement, the Buyer becomes the owner of a 9% share of DCB.
ARTICLE VI
By signing this Agreement, the Seller ceases to be a shareholder in DCB and
shall have no rights or obligations of DCB shareholders. This agreement will
only be effective if the Buyer acquires one hundred percent (100%) of the DCB
shares.
In Brno, on this 31st day of March, 2000
/S/ XX. XXXXX XXXXXXX /S/ XXXX XXXXXXX
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Xx. Xxxxx Xxxxxxx Xxxx Xxxxxxx, President
MedCom USA, Inc.
As a translator of the English language accredited on 5 September 1994 by the
Regional court in Brno under No. 373/94, I hereby certify that the translation
corresponds to the text of the attached document.
The translation is registered under No. 155 in the Translator's Ledger.
In Brno, on this 31st day of March 2000.
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