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Exhibit (10) 38.
AGREEMENT
This Agreement ("Agreement") is entered into as of June 9, 1997 by
and among SYSTEMS COMMUNICATIONS, INC. ("SCI"), a Florida corporation, XXXXX
XXXXX and XXXX XXXXX ("the Wolfes"), XXXX XXXXX, on behalf of his infant son,
XXXXX XXXXX, and XXXX XXXXX, wife of Xxxx Xxxxx, on behalf of herself and her
infant son, Xxxxx Xxxxx. By their execution of this Agreement, Xxxx Xxxxx, on
behalf of herself and her son, Xxxxx Xxxxx, and Xxxx Xxxxx, on behalf of his
son, Xxxxx Xxxxx, authorize the Wolfes to act on their behalf and in their
name, place and stead, to receive on their behalf any stock or other items to
be received pursuant to this Agreement and to execute any documents to be
executed pursuant to this Agreement. References to the Wolfes also will
include Xxxx and Xxxxx Xxxxx unless the context otherwise requires.
RECITALS
A. The Wolfes (Xxxxx and Xxxx only) previously owned 100% of the
issued and outstanding stock of Health Management Technologies, Inc. ("HMT"),
a California corporation;
B. On or about March 12, 1996, SCI acquired from the Wolfes (Xxxxx
and Xxxx only) all of the issued and outstanding stock of HMT (6000 shares of
common stock) (the "HMT Stock") in exchange for 309,837 shares of the issued
and outstanding common stock of SCI (the "SCI Stock"). The Wolfes (Xxxxx and
Xxxx) have given a total of 7142 shares of such SCI Stock to Xxxx Xxxxx and
Xxxxx Xxxxx;
C. Between March 12, 1996 and the date hereof, SCI has contributed or
loaned to HMT a net amount of $450,000; and
D. The parties desire and intend to return each other to the
positions each party occupied before SCI's acquisition of the HMT stock.
WHEREFORE, in consideration of the promises, representations and
warranties and other valuable consideration hereinafter set forth and subject
to the terms and conditions of this Agreement, the parties agree as follows:
1.0 Accuracy of Recitals
The parties agree that the recitals are true and correct.
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2.0 Return to Prior Position
On the basis of the representations contained herein, and subject
to the terms and conditions set forth below, the parties agree to return each
other to the position each party occupied before SCI's acquisition of HMT as
follows:
2.1 SCI. Immediately upon execution of this Agreement, SCI will
deposit with Titchell, Xxxxxxxx, Xxxx, Bass, Ohleyer & Mishel, A Professional
Corporation, counsel to the Wolfes and the "depository" for purposes of this
Agreement, the executed Agreement, the HMT Stock, which constitutes all of the
issued and outstanding stock of HMT, together with fully executed stock
powers, fully executed corporate resolutions certified by SCI's corporate
secretary authorizing all the transactions contemplated by this Agreement,
executed resignations of members of the Board of Directors of HMT, if any,
except Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxx Xxxxx, effective on passage of title
of the HMT stock to the Wolfes pursuant to the terms of this Agreement, all
books and records of HMT that it may possess, and releases, in the form
attached hereto as Exhibit 1, of any obligations the Wolfes or Xxxxx Xxxxx may
have to SCI under their employment agreements, including but not limited to
no-compete provisions.
2.2 The Wolfes. Immediately upon execution of this Agreement,
the Wolfes will deposit or cause to be deposited with the depository the
executed Agreement, the SCI stock, together with fully executed stock powers,
$450,000, and releases, in the forms attached hereto as Exhibit 2, executed by
Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxx removing and releasing SCI as a party
to the employment agreements of such individuals with HMT and acknowledging
that SCI shall not be liable for any benefits provided thereunder as of the
passage of title of the HMT Stock to the Wolfes pursuant to the terms of this
Agreement.
3.0 Representations and Warranties of SCI
SCI represents and warrants as follows:
3.1 Corporate Existence and Good Standing. SCI is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Florida.
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3.2 Power, Authority and Binding Nature. SCI has all requisite
power, capacity and authority to enter into this Agreement and the
transactions contemplated hereby. SCI has taken all corporate action required
to duly authorize the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement
has been duly executed and delivered to the Wolfes by SCI, the person
executing it and each of the documents made pursuant hereto is an authorized
signatory and, upon execution of the Agreement by the Wolfes and delivery
thereof to SCI, the Agreement constitutes the legal, valid and binding
obligation of SCI, enforceable against it in accordance with its terms. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not: (i) violate any provision of
any applicable law, rule or regulation of any governmental body having
jurisdiction over SCI or HMT; (ii) violate or result in the breach of any
provision of (a) the Articles of Incorporation or By-Laws of SCI or HMT, (b)
any agreement to which SCI or HMT is a party or by which either may be bound
or (c) any order, judgment or decree applicable to SCI or HMT; (iii) result in
the creation of any security interest, claim, lien, charge or encumbrance upon
the HMT stock or any of the property or assets of HMT; (iv) accelerate or
permit the acceleration of, terminate or result in termination of, any
agreement of SCI or HMT other than unwinding the transaction whereby SCI
purchased the stock of HMT; or (v) in any way effect or violate the terms or
conditions of, or result in the cancellation, modification, revocation or
suspension of any license, approval, certificate, permit or authorization that
SCI or, to the best of SCI's knowledge, HMT may have to conduct its business
or the business of any of SCI's subsidiaries.
3.3 Title to HMT Stock. The HMT Stock being returned by SCI to
the Wolfes is, and will constitute at the time of passage of title thereof to
the Wolfes pursuant to the terms of this Agreement, all of the issued and
outstanding stock of HMT, and SCI has and will transfer to the Wolfes good and
marketable title to the HMT Stock free and clear of any security interests,
claims, liens, pledges, options, encumbrances, charges, agreements, voting
trusts or other arrangements or restrictions (other than any restrictions on
transfer under federal and state securities laws). There are no
subscriptions, warrants, options, conversion rights or agreements or other
rights of any kind outstanding to purchase or otherwise to acquire any shares
of stock of HMT or other securities of HMT, and there are no securities or
obligations of any kind convertible into any shares of stock of HMT or other
securities of HMT. The certificates being returned are the original
certificates transferred by the Wolfes to SCI. No new certificates ever were
issued to SCI.
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3.4 Tax Representations. SCI represents and warrants:
3.4.1 The exchange of the HMT Stock for the SCI Stock
pursuant to this Agreement (the "Exchange") and HMT's repayment of SCI's
$450,000 contribution/loan contemplated by this Agreement are intended to
return the parties to this Agreement to the positions they occupied before
SCI's acquisition of the HMT Stock.
3.4.2 Unless otherwise requested by the Wolfes, SCI will
treat and report its acquisition of the HMT Stock (the "Acquisition") for
federal and state income tax purposes as having been retroactively annulled by
the Exchange.
3.4.3 If the Exchange is treated as a separate transaction
for tax purposes, it will qualify as a tax-free exchange under IRC '355 to the
extent of the factors known to or within the control of SCI and, if requested
by the Wolfes, SCI will treat and report the Exchange as a tax-free exchange
under IRC '355.
3.4.4 SCI agrees to indemnify and hold the Wolfes and HMT
harmless from any tax cost suffered by the Wolfes or HMT as a result of the
Exchange or as a result of HMT being part of a consolidated group of
corporations owned by SCI, but not for any loss of HMT's S election.
3.4.5 SCI will not treat HMT as part of its consolidated
group or file a tax return on behalf of HMT for 1996, unless requested to do
so by HMT, in which case it will comply with such request.
3.4.6 SCI agrees to provide HMT and the Wolfes with any
information they request to establish the proper tax treatment of the
Acquisition and the Exchange and the tax attributes and liabilities of HMT as
of the date of the Exchange.
3.4.7 Cooperation -- S Election Termination. SCI agrees to
cooperate with any request for information made by HMT for relief from
inadvertent termination of its S election and to sign any consents required by
the Internal Revenue Service as a condition of such relief.
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3.5 Conduct of HMT's Business. Except as set forth in the books
and records of HMT delivered by SCI to the depository or in the possession of
HMT at its offices, HMT has not, and SCI has not on behalf of HMT, (i) created
or incurred any liability (absolute or contingent) of HMT (ii) mortgaged,
pledged, or subjected to any lien or otherwise encumbered any of HMT's assets,
tangible or intangible; (iii) suffered any losses or any other event or
condition of any character adverse to HMT's business, or waived any rights
with respect to HMT's business or assets; (iv) sold or otherwise disposed of
any of HMT's assets, tangible or intangible, or cancelled any debts to or
claims of HMT; (v) declared or paid any dividends, or made any other
distribution on or in respect of, or directly or indirectly purchased, issued,
transferred or exchanged or otherwise acquired or disposed of any shares of
HMT's capital stock, (except the acquisition of the HMT Stock from the Wolfes,
which is being unwound pursuant to this Agreement); (vi) made or become a
party to any contract or commitment for or on behalf of HMT or renewed,
extended, amended or modified any contract or commitment on behalf of HMT
(except for entering into this Agreement and the transactions contemplated
hereby); (vii) issued or sold or agreed to issue or sell any shares of HMT's
capital stock; (viii) agreed on behalf of HMT to pay conditionally or
otherwise, any bonus, extra compensation, pension or severance pay to any
person, other than the employment agreements of the Wolfes and Xxxxx Xxxxx,
whether under any existing profit sharing, pension or other plan or otherwise;
or (ix) guaranteed any obligation, liability or debt of SCI or any other
person.
3.6 Obligations of HMT to SCI. The only obligations which HMT
has to SCI are to return the $450,000 referred to in Recital C and Section
3.4.1 above, and to provide information to SCI under Section 4.5 below. The
$450,000 includes any amounts of principal or interest due on the promissory
note from HMT to SCI dated February 5, 1996 in the amount of $150,000. Said
promissory note and the pledge agreement securing such promissory note dated
as of February 5, 1996 and signed on March 12, 1996 are cancelled on payment
of the $450,000. SCI has not perfected its security interest or filed a UCC
financing statement in connection therewith and has not assigned or
transferred the promissory note or pledge agreement. SCI will return the
cancelled promissory note and pledge agreement to the depository prior to
Closing or furnish a representation by means of a sworn declaration that it
has conducted a diligent search and that it cannot locate the original of such
promissory note and pledge agreement, and that if it does locate them it will
immediately return them to HMT. Upon receipt of said $450,000, SCI releases
HMT from any and all obligations, claims or liabilities that may exist from
HMT to SCI, including but not limited to the aforesaid promissory note and
pledge agreement, whether known or unknown, absolute or contingent, except for
the obligation to furnish certain information set forth in Section 4.5 below.
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3.7 Litigation. There are no actions, suits or proceedings
pending, or, to the best of SCI's knowledge, threatened against or affecting
HMT, the HMT Stock being returned to the Wolfes hereby or HMT's assets or
business.
3.8 Directors of HMT. SCI has not elected or appointed any
members to the Board of Directors of HMT since the Acquisition and has not
changed or directed the change of any officers of HMT since the Acquisition.
SCI hereby approves and ratifies the actions of the Wolfes as officers and
directors of HMT and approves and ratifies the actions of Xxxxx Xxxxx as an
officer and director of HMT and the actions of any other officers or directors
of HMT from the date of the Acquisition through the Closing of this Agreement.
3.9 Knowledge of HMT. SCI, as the owner of all of the
outstanding stock of HMT up to the date of passage of title of the HMT Stock
to the Wolfes pursuant to this Agreement, acknowledges that it is extremely
knowledgeable with respect to HMT's business and has done its own thorough
investigation of HMT's business. It has had access to all material books and
records of HMT, all material contracts and documents relating to the proposed
transaction; and an opportunity to ask questions of HMT's executive officers
and employees and receive satisfactory answers to those questions. It has
received answers to all questions which SCI deems material to this transaction
and this Agreement. No representations have been made to SCI by the Wolfes,
any person representing the Wolfes or any director or employee of HMT other
than the representations of the Wolfes set forth in this Agreement. SCI is
relying on its own investigation and is not relying on any representations by
any persons, other than the representations and warranties set forth in this
Agreement. SCI is knowledgeable and experienced in acquiring and disposing of
businesses and has sufficient knowledge and experience in such matters and in
the transaction contemplated by this Agreement to protect its own interests.
3.10 No Payments. No principal, officer, director, employee,
agent, consultant or affiliate of SCI has or will receive either from SCI or
HMT any bonus, commission, compensation or other payment relating to or
arising out of the transaction contemplated by this Agreement.
4.0 Representation and Warranties of the Wolfes
The Wolfes represent and warrant as follows:
4.1 Title to SCI Stock. The Wolfes have and will transfer to
SCI good and marketable title to the SCI stock subject to the conditions of
Closing set forth in this Agreement, free and clear of any security interests,
claims, liens, pledges, options, encumbrances, charges, agreements, voting
trusts or other arrangements or restrictions (other than any restrictions on
transfer under federal and state securities laws).
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4.2 Officers and Directors of HMT. The Wolfes (Xxxxx and Xxxx
only) and Xxxxx Xxxxx, husband of Xxxxx Xxxxx, have been officers of HMT since
the Acquisition. Although the by-laws of HMT provide for only one director,
Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxx Xxxxx (husband of Xxxxx Xxxxx) were acting
as Directors of HMT at the time of the Acquisition and have not been removed
as Directors by SCI.
4.3 License Agreements. To the best of the knowledge of the
Wolfes, Exhibit 3 attached hereto represents actual license agreements of HMT
executed from January 1, 1997 through May 31, 1997, license agreements in
negotiation by HMT that are expected to be consummated in June or July 1997,
and other license agreements sent out by HMT from January 1, 1997 through May
31, 1997. This does not constitute a representation that the agreements in
negotiation will be consummated, or that if consummated, the amounts listed
will be the actual amounts. If consummated, the amounts may be more or less.
It also does not constitute a representation that HMT will not send out or
enter into other license agreements.
4.4 Reporting of Acquisition. The Wolfes will treat and report
the Acquisition for state and federal income tax purposes as having been
retroactively annulled by the Exchange, or will advise SCI if they intend to
treat and report it otherwise, and will cooperate with SCI so there is
consistent tax treatment by SCI and the Wolfes.
4.5 Furnishing Information. The Wolfes agree to cause HMT to
provide SCI with any information it reasonably requests to establish the
proper tax treatment of the Acquisition and the Exchange and the tax
attributes and liabilities of HMT as of the date of the Exchange. Further,
the Wolfes will cause HMT to provide SCI with any documentation and
information for the period up to the Exchange it reasonably requests in order
to prepare and file SCI's quarterly and/or annual reports covering the period
up to the Exchange pursuant to any applicable securities law or regulation.
SCI will treat the Acquisition and Exchange for tax accounting purposes in its
SEC filings consistent with this Agreement. This requirement to provide SCI
with documentation and information shall survive and exist beyond the Closing
of this Agreement.
5.0 Closing
5.1 Closing. Subject to the conditions of Closing set forth
below, the consummation of the transactions contemplated by this Agreement
(the "Closing") shall take place at 10:00 a.m. on June 9, 1997 at the offices
of Titchell, Xxxxxxxx, Xxxx, Bass, Ohleyer & Mishel, A Professional
Corporation, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx,
00000, or as soon thereafter as practicable; provided that if this Agreement
does not close by 5:00 p.m. Pacific standard time on Monday, June 9, 1997, it
will be deemed terminated and of no further force and effect, and the
depository will return all documents and funds to the respective parties,
unless otherwise agreed in writing by the parties.
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5.2 Notice of Developments. Each party will notify the other of
any development causing a breach of any of its own representations and
warranties contained herein. Prior to Closing, each party's sole remedy for
another's breach of representations or warranties is not to close.
5.3 Title to the HMT and SCI Stock. Subject to the terms and
conditions set forth in this Agreement, including the conditions of Closing,
upon execution by each party and delivery of this Agreement to each other and
the depository, and deposit of all documents, funds and other items required
to be deposited with the depository, title to the HMT Stock will pass to the
Wolfes and title to the SCI Stock will pass to SCI.
5.4 Payment. Immediately after title to the HMT stock passes to
the Wolfes, the Wolfes will cause HMT to repay $450,000 to SCI. HMT, through
the depository, will disburse the $450,000 to SCI pursuant to written
instructions furnished by SCI. Any payments made pursuant to such
instructions, whether or not directly to SCI, will be deemed made to SCI in
satisfaction of HMT's obligation to pay the $450,000 to SCI.
5.5 Completion of Closing. Thereafter, the depository will
deliver the HMT stock to the Wolfes, the SCI stock to SCI and other documents
and items deposited to the parties in accordance with this Agreement, execute
a closing certificate in the form attached hereto as Exhibit 4 and the
transaction will be deemed closed.
5.6 Effect of Closing on Obligations Under Prior Agreements.
The parties agree that effective on passage of title of the HMT and SCI stock
to the Wolfes and SCI respectively, pursuant to the terms of this Agreement,
the following will be deemed to occurred: SCI releases the Wolfes and Xxxxx
Xxxxx from any obligations either of them may have to SCI under their
respective employment agreements, including the no compete provision; the
Wolfes (Xxxxx and Xxxx only) release SCI from any obligations SCI may have to
either of them under their respective employment agreements; the Wolfes agree
that SCI does not have any obligation or owe any benefits to Xxxxx Xxxxx under
his employment agreement; and SCI and the Wolfes release each other from any
and all obligations they may have to each other pursuant to the Stock Purchase
Agreement made and entered into by and between them on March 12, 1996.
5.7 Notice to Paychex. Immediately after Closing SCI will
submit a written notice to Paychex Business Solutions ("Paychex") advising
Paychex that HMT is no longer part of SCI's consolidated group, and the Wolfes
hereby agree that SCI is not responsible for wages and/or benefits owed to
HMT's employees. SCI will cooperate with the Wolfes and HMT in transferring
any employee benefits owed by Paychex to HMT's employees, including but not
limited to funds held in a 401(k) Plan for the benefit of certain HMT
employees.
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6.0 Survival of Representations and Warranties
The representations and warranties of the parties hereto shall
survive the consummation of the transactions contemplated hereby.
7.0 Indemnification
Without limiting any other rights or remedies the parties may
have, SCI shall indemnify and hold harmless the Wolfes, and the Wolfes shall
indemnify and hold harmless SCI, from all loss, costs, claims, damages,
liabilities or expenses, including reasonable attorneys' fees and costs of
suit incurred by the indemnified party, from or as a result of the inaccuracy
or falsity of any representation or warranty made by the other, or the breach
by either of them of any provision of this Agreement, or any claim, action,
suit or proceeding filed or threatened against the indemnified party incident
to or as a result of the foregoing. Such indemnification obligations shall
survive the Closing of this Agreement.
8.0 Further Assurances
After the execution of this Agreement, each party hereto shall
execute such additional documents and take such action as the other party may
reasonably request for the purpose of carrying out or evidencing the
transactions contemplated hereby.
9.0 Duties of the Depository
The parties understand that Titchell, Xxxxxxxx, Xxxx, Bass,
Ohleyer & Mishel, A Professional Corporation, the depository, is counsel to
the Wolfes. The depository will not receive any fee or commission for acting
as depository. The depository will not be liable or responsible to any party
other than for willful misconduct.
10.0 General
10.1 Non-Assignment. This Agreement and the rights of the
parties hereto may not be assigned without the written consent of the parties
which may be withheld in their respective absolute discretion.
10.2 Binding Effect. Subject to any restrictions stated in any
other provision of this Agreement restricting transfers, this Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
10.3 Entire Agreement. This Agreement, and the documents
delivered and to be delivered pursuant hereto, constitute the entire Agreement
and understanding between the parties and supersede any prior oral or written
agreement and understanding related to the subject matter of this Agreement.
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10.4 Amendment. This Agreement may be modified or amended only
by a written instrument executed by the Wolfes and SCI.
10.5 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
10.6 No Brokers or Finders. The parties represent to each other
that no broker or finder has been employed in connection with this Agreement
or the transactions contemplated hereunder. Each party agrees to indemnify
and hold the other harmless against all loss, cost, liability, damage or
expense arising out of claims for fees or commissions of brokers or finders
employed or alleged to have been employed by such party.
10.7 Payment of Fees and Costs. Whether or not the transactions
herein contemplated shall be consummated, each party will pay its own fees,
expenses and disbursements and those of its own agents, representatives,
accountants and counsel incurred in connection with the subject matter of this
Agreement and any amendments thereto.
10.8 Interpretation. The parties agree that each has
participated in the drafting of this Agreement. The parties further agree
that California Civil Code Section 1654 shall have no application to this
Agreement.
10.9 Severability. If any provision of this Agreement is held
invalid or unenforceable as the result of any claim made by any party hereto,
the remainder of this Agreement shall nevertheless remain in full force and
effect, to the extent permitted under applicable law. If any provision is
held invalid or unenforceable with respect to particular circumstances, it
shall nevertheless remain in full force and effect in all other circumstances.
If any provision of the Agreement is unenforceable under the law prevailing on
the date hereof, but is enforceable under the law prevailing at a subsequent
time, then such originally unenforceable provision shall be deemed to take an
effect at the time when it becomes enforceable. As used herein, the term
"unenforceable" is used in its broadest and most comprehensive sense, and
includes the concepts of void or voidable.
10.10 Notices. All notices and other communications required or
permitted to be delivered under this Agreement shall be in writing and shall
be hand-delivered, sent by a reputable, overnight mail service or by certified
or registered mail, postage pre-paid, return receipt requested, addressed to
the appropriate party at its address set forth on a signature page hereof or
such other address as that party may indicate to the other in writing. Notice
shall be deemed to have been given on the day of receipt or the date receipt
is refused, whichever first occurs.
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10.11 Attorney's Fees. Should suit be instituted to enforce or
interpret the provisions of this Agreement, the prevailing party in such
litigation shall recover from the non-prevailing party a reasonable sum to be
fixed by the Court for and on account of its attorney's fees and costs
incurred as a result of such litigation.
10.12 Waiver. Any party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of any such
provision, or prevent that party thereafter from enforcing each and every
other provision of this Agreement.
10.13 Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of California, without
regard to its laws with respect to conflicts of laws.
10.14 Dispute Location. Any action to interpret or enforce the
provisions of this Agreement shall be in the Municipal or the Superior Court
of Contra Costa County, California, depending on the amount involved, or if
over a matter of exclusive federal jurisdiction, in the Federal District Court
for the Northern District of California.
10.15 Titles and Headings. Titles and headings to sections and
paragraphs in this Agreement are for the purpose of reference only and shall
in no way limit, define, or otherwise affect the construction of this
Agreement.
10.16 Indemnities and Hold Harmless/--Attorneys' Fees. Each
indemnity and hold harmless in this Agreement shall be deemed to cover and be
an obligation to pay reasonable attorneys' fees of the indemnified party
incurred in connection with the matter indemnified, except that this paragraph
shall not apply to any indemnification required under Section 3.4 of this
Agreement. Each indemnity and hold harmless in this Agreement shall survive
the Closing.
10.17 Survival of Obligations. Each obligation under this
Agreement which by its terms requires performance after the Closing shall
survive the Closing.
10.18 Number and Gender. Whenever appropriate in this Agreement,
terms in the singular form shall include the plural (and vice versa) and any
gender form shall include all others.
10.19 Exhibits. Each exhibit referred to in the Agreement is by
that reference specifically incorporated in this Agreement.
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10.20 Remedies Not Exclusive and Waiver. Except as otherwise
specified in this Agreement, no remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy
and each remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise. The election of any one or more remedies shall not
constitute a waiver of the right to pursue other available remedies. Any
party hereto may waive any covenant, condition or provision of this Agreement
intended for its benefit, provided such waiver is in writing and is delivered
to the other party or parties on or prior to the date of performance for such
covenant, condition or provision.
10.21 Facsimile Signature. A party may agree to accept facsimile
signatures as an original on any document, provided that the party delivering
signature by facsimile shall promptly send to the depository a copy of the
signature page of such document with the original manual signature applied
thereto and the depository will send it to the appropriate party. The failure
of the depository or other party to receive the same in no way shall void the
signature received by facsimile, and such party sending by facsimile may re-
execute, at a later date, an original of the document under the date of the
facsimile signature without need or requirement to disclose that such re-
execution was on any other date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
the case of SCI, by its officer or officers duly authorized as of the day and
year first above written.
SYSTEMS COMMUNICATIONS, INC.,
a Florida corporation,
By: /S/ Xxxxxxx X. Xxxxxxxx Signature
It's: Director
By: /S/ Xxxxxx X. Xxxxxxxx Signature
It's: CFO
THE WOLFES
/s/ Xxxxx Xxxxx
/s/ Xxxx Xxxxx
By /S/ Xxxx Xxxxx
on behalf of his infant son, Xxxxx Xxxxx
By /S/ Xxxx Xxxxx,
wife of Xxxx Xxxxx, on behalf of herself and her infant son, Xxxxx Xxxxx
