EXHIBIT 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into this 19th day of
June, 1997, by and between COMPSCRIPT, INC. (the "Company"), and XXXXXX X.
XXXXXXX (the "Employee").
RECITALS
WHEREAS, the Company is engaged on a nationwide and international basis
in the business of wholesale distribution, exportation of pharmaceuticals, and
providing without limitation, support, durable medical equipment sale and
rental, laboratory testing, x-ray, speech, physical therapy, and consulting
services to the Long Term Care, Institutional Care, and Alternate Care markets
and provides mail service pharmaceuticals and pharmacy benefits management for
others; (the "Business") and
WHEREAS, the Employee desires to be employed by the Company, and the
Company is willing to employ the Employee upon the terms and conditions
hereafter stated, in which employment the Employee may become familiar with many
trade secrets, plans, programs, processes, procedures and manner of operation,
computer systems, customized software, management information systems,
departmental manuals, customers, customer lists, client prospects, financial,
statistical and accounting data, methods and type of client solicitation,
methods of service preferred by clients, ideas, marketing programs, fees paid by
clients, fees, salaries and bonuses to employees and independent contractors and
capabilities of officers and employees, documents, agreements, and independent
contractors and capabilities of officers and employees, documents, agreements,
contracts and other arrangement, personnel information, matters of internal
organization and other confidential information, in each case, of the Company
(collectively, "Trade Secrets");
WHEREAS, the Company exercises substantial efforts to maintain the
secrecy of the Trade Secrets as the Trade Secrets derive independent economic
value from not being generally known and readily ascertainable by proper means
by others who can obtain economic value from their disclosure or use;
WHEREAS, the Trade Secrets are original and proprietary to the Company,
its founders and/or shareholders and have been developed and obtained only after
grate effort and expense by the foregoing;
WHEREAS, great loss and damage would be sustained by the Company, if
during the term of this Agreement or following its termination, the Employee
were to make any of the Trade Secrets learned or obtained during the term of
employment available to other persons engaged in competition with the Company or
use the same in competition with the Company; and
WHEREAS, the parties desire to define the duties and responsibilities
of each of the parties hereto, and the Company desires to employ the Employee
only upon the terms and conditions hereafter stated.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties hereto do hereby agree as follows:
1. EXCLUSIVE EMPLOYMENT; DUTIES; COMPENSATION. The Company hereby
agrees to employ the Employee in its business pursuant to the terms and
conditions set forth herein and the Employee agrees to devote substantially all
of the Employee's time, attention and skill to the business of the Company. The
Employee's duties with the Company shall be commensurate with the Employee's
skills and experience. The Company agrees that the Employee's position, base
salary, moving/relocation reimbursement, bonus compensation, deferred
compensation, additional compensation and benefits, severance pay, and
termination payments following a change of control are those set forth in the
Addendum to this Employment Agreement. The Company agrees to provide the
Employee with a suitable office, secretarial assistance, a computer, and the use
of or access to all facilities and equipment adequate for performance of
Employee's duties. The Employee agrees not to accept other employment that would
prevent Employee from performing the duties prescribed by the Company during the
term of this Agreement except with the written consent of the Company. The
Company may from time to time, direct that the Employee perform work for others,
commensurate with Employee's skills and experience, such work being performed,
however, as an employee of the Company. The Employee's compensation hereunder
may be increased from time to time by the Company. The Employee shall be
entitled to participate in only those employee benefit plans and other benefits
and incentives as the Company shall determine in its sole discretion.
2. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES. Employee shall at all
times faithfully, industriously and to the best of Employee's ability,
experience and talent perform all duties that may be required of and from him
pursuant to the terms hereof. Such duties shall be rendered at such places as
the Company shall in good faith require or as the interests, needs, business and
opportunities of the Company shall require or make advisable; however, the
Company will not change the Employee's principal office to a location outside
the Palm Beach, Broward County, Florida area.
3. RESTRICTIONS ON EMPLOYEE AUTHORITY. Employee shall not have any
authority to make, enter or agree to make or enter into any contracts,
commitments or obligations on behalf of the Company without the Company's prior
written consent.
4. ASSIGNMENT OF CERTAIN RIGHTS. In consideration of employment and
other benefits of value, the Employee, on the Employee's behalf and on behalf of
the Employee's heirs and representatives, agrees to assign and transfer and
hereby assigns and transfers to the Company, its successors and assigns, as
applicable, all of the
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Employee's right, title and interest in any and all inventions, discoveries,
developments, improvements, techniques, designs, data, processes, procedures,
systems and all other work products, whether tangible or intangible, that the
Employee, either solely or jointly with others, has conceived, made, acquires,
suggested, reduced to practice, or otherwise created during employment with the
Company, and which relate in any manner to any of the business, services or
products, techniques, processes or procedures, products, designs, data or
systems of the Company. The Employee further agrees that upon the termination of
the employment of the Employee for any reason, to immediately return to the
Company any tangible items relating to any such inventions, discoveries,
developments, improvements, techniques, designs, data, processes, procedures,
systems and all other work products, whether tangible or intangible.
5. TRADE SECRETS; CONFIDENTIALITY.
(a) The Employee hereby acknowledges that the Trade Secrets,
all of which are original or proprietary with the Company, its founders or
shareholders, regardless of whether such information is considered to be
confidential or proprietary by third parties, were developed only after great
effort and expense by the Company, its founders and/or shareholders, are
considered by them to be confidential and substantially affect the effective and
successful conduct of the business and goodwill of the Company. The Company
exercises substantial efforts to maintain the secrecy of the Trade Secrets,
which derive independent economic value from not being generally known or
readily ascertainable by proper means by others who can obtain economic value
from their disclosure or use.
(b) The Employee shall not, both during the term of this
Agreement or at any time after its termination (regardless of the manner or
validity of termination), at any time or in any form, manner or fashion either
directly or indirectly, disseminate, divulge, disclose, use or communicate any
Trade Secrets to any person, firm, corporation, association, entity or
organization (collectively, "Organization"). No business conducted by Employee
or any Organization of which Employee, directly or indirectly, is an owner,
officer, director, partner, shareholder, employee, agent, advisor or consultant
in any state or country in which the Company and/or any of its affiliates
conduct business shall use any name, designation or logo which is substantially
similar to that used by the Company. Upon the termination of Employee's
employment with the Company, the Employee (regardless of the manner or validity
of termination) shall immediately return to the Company any and Trade Secrets
and other tangible information and property obtained from or relating to the
Company or to which the Employee has access in good condition, normal wear and
tear excepted.
(c) The Employee shall not, both during the term hereof or for
a period of two (2) years thereafter, discuss the terms of this Agreement or the
Employee's compensation with the Company, with any other employee of the Company
or any person whom the Employee reasonably believes would directly or indirectly
communicate
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such information to any other employee of the Company. The Employee further
agrees not to at any time remove any Trade Secrets from the Company's premises
without the prior written approval of the President of the Company.
6. NON-COMPETE. The Employee agrees that the Employee is or shall be
employed by the Company as Vice President and a member of the Executive
Committee, or such other positions as the Company shall from time to time direct
commensurate with Employee's skills and experience, and has or will become
familiar with the Company's business.
The Employee further agrees that during the term of this
Agreement and for a period of two (2) years following its termination
(regardless of the manner o or validity of termination), the Employee will not,
directly, become or remain interested in, associated with, employed by, an
owner, officer, director, partner, shareholder, employee, agent, advisor or
consultant in or indebted to any organization that is engaged in the business or
any other business similar to that of the Company's, excluding a retail or
hospital pharmacy not engaged in competition with CompScript, Inc. that is
operating in any form, manner or fashion, directly within one hundred (100)
miles of any office of the Company.l
The Employee acknowledges that because of the Employee's
access to the Company's Trade Secrets and other confidential information, a
violation of this covenant will cause irreparable injury to the Company and its
affiliates.
7. NON-SOLICITATION OF CUSTOMERS OR CLIENTS. Notwithstanding any other
provisions hereof, the Employee shall not, during the term of this Agreement and
no longer than the same period of time actively employed, not to exceed 18
months following its termination (regardless of the manner or validity of
termination), at any time or in any manner, either directly or indirectly, for
the Employee's own behalf or, for or on behalf of any Organization (other than
the Company), solicit or attempt to solicit any business similar to the business
from any customers or clients of the Company. A "customer" or "client" shall
mean any Organization with which the Company has dealt with or provided services
to, regardless of whether such organization was solicited or provided services
by the Employee at any time during such employment, whether during the usual
hours of employment or otherwise.
8. NON-SOLICITATION OF EMPLOYEES. Notwithstanding any other provision
of this Agreement the Employee agrees that during the term of this Agreement and
for a period of two (2) years following its termination (regardless of the
manner or validity of termination) at any time or in any manner, either on the
Employee's own behalf or for or on behalf of any Organization (other than the
Company), directly or indirectly, solicit, divert or otherwise encourage or
attempt to solicit, divert or otherwise encourage employees or agents of the
Company (including without limitation Pharmacists, Nurses, Therapists and
Pharmacy Technicians) to enter into any employment, consulting or
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advisory arrangement or contract with or to perform any services for or on
behalf of the Employee or any organization (other than the Company), or to
enter into any kind of business, including without limitation the Business or
any similar business unless such employee or former employee has not been
employed by the Company for a period in excess of twelve (12) months.
9. FINANCIAL OR OTHER INTEREST. The Company shall be entitled to all
benefits and profits arising from or incident to any and all work, services and
advice provided by Employee to Company while employed by the Company. The
Employee agrees that while employed by the Company the Employee will not have a
direct or indirect financial or other interest in a privately-owned
Organization, or a direct or indirect substantial financial or other interest in
a Publicly-Owned Organization, either of which is a current or potential
supplier of goods or services, a customer or client, or a competitor of the
Company, unless the circumstances are fully disclosed in writing to the
President of the Company and written approval is obtained from such officer. A
"substantial" interest in a Publicly-Owned Organization means an ownership
interest having a market value of $100,000.00 or more, or a one percent or
greater ownership interest in such organization, whichever is less.
10. GIFTS AND ENTERTAINMENT. The Employee agrees that while employed by
the Company the Employee will not accept, directly or indirectly, any loan,
gift, gratuity, favor or entertainment of more than normal value from any
persons with whom the Company has an existing or a potential relationship as a
supplier of goods or services, a customer or competitor if the Employee is
offered anything with a value of more than $50.00, the Employee must immediately
report such offer to the Employee's immediate supervisor.
11. USE OF COMPANY PROPERTY. The Employee agrees that while employed by
the Company the Employee shall (i) protect and conserve Company property
including equipment, supplies and any other property entrusted to the Employee;
and (ii) not directly or indirectly, use, or allow the use of, Company property
of any kind (including property leased to the Company), for other than Company
activities, except with the authorization of a director of the Company.
12. SENSITIVE PAYMENTS. The Employee agrees that while employed by the
Company, the Employee will not for any purpose accept any kickback or payment of
cash or other consideration which may be deemed to be illegal.
13. FINANCIAL AND OTHER BOOKS AND RECORDS. If the Employee is
responsible for the completeness and correctness of financial and other books
and records, the Employee is required to enter all assets, liabilities, payments
and disbursements on such books in accordance with generally accepted accounting
principles, as well as with the established practices and policies of the
Company, and in a manner that will reflect the nature and purpose as well as the
amount thereof. In this connection, the Employee
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shall not knowingly bypass established internal control procedures, or knowingly
make any false entries in the books and records for any reason, and the Employee
shall not knowingly participate in any procedures that result in such prohibited
acts.
14. PRIOR AGREEMENTS. The Employee hereby represents that the Employee
is not aware of any restrictions imposed by any prior agreement(s) with any
other party or parties which would, in any way, conflict with or prevent the
execution of the responsibilities that pertain to the Employee's position with
the Company.
15. DISABILITIES/LIMITATIONS. The Employee hereby attests that the
Employee does not know of any physical, mental or medical impairments which
would interfere with the Employee's ability to perform the job for which the
Employee was hired.
16. INDEMNIFICATION. The Company shall indemnify the Employee for all
losses and expenses of any kind sustained by the Employee by reason of the fact
that he is or was employed by the Company, including without limitation
reasonable attorneys' fees and costs incurred by the Employee, regardless
whether such fees and costs are incurred in an action or proceeding by or
against the Employee, and regardless whether such fees and costs are incurred in
any action or proceeding by or against the Company.
17. TERMINATION. The Company and the Employee hereby agree to notify
the other immediately in the event either party elects to terminate this
Agreement. The parties further agree that such notice shall contain a
description of the termination as one "for cause" or " other than for cause" as
defined below.
(a) Termination for Cause: The Company may terminate this
Agreement only "for cause." For purpose of this Agreement, "cause" shall mean
(i) an act or acts of dishonesty intended to cause substantial enrichment of the
Employee at the Company's expense; or (ii) repeated, willful and deliberate
breaches of this Agreement. If the Company believes that the Employee has acted
or failed to act in a manner that warrants termination"for cause," the Company
shall provide 2 weeks written notice to the Employee specifying such acts or
omissions. If the Employee fails to correct such actions or omissions within 30
days of written notice, the Company may elect to terminate the Employee "for
cause" by immediately paying the Employee all compensation, including but not
limited to salary, bonuses, and deferred compensation to which he would have
been entitled had the Company not terminated this Agreement prior to the
conclusion of its two-year term. The Company shall also maintain until the last
day of the two-year term, at its sole expense, all health insurance, life
insurance and other coverages held by the Employee at the time of the "for
cause" termination.
The Employee may terminate this Agreement "for cause" if any
representative of the Company causes the Employee's working conditions to vary
in any material respect from those agreed to herein. In the event of such
termination, the Employee shall be entitled to payment as set forth in the
preceding paragraph.
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(b) Termination other than for Cause: The Company may not
terminate this Agreement "other than for cause." This Agreement and all aspects
of the Employee's relationship with the Company -- including all titles, duties
and functions -- may be terminated or discontinued only "for cause" as that
phrase is defined in subparagraph (a) above.
The Employee is free at anytime to terminate this Agreement and his
relationship with the Company "other than for cause." In the event of such
termination, the Company shall have no recourse against the Employee under this
Agreement.
18. MISCELLANEOUS.
(a) Employee has carefully read and considered the provisions
of this Agreement and, having done so agrees that the restrictions set forth
herein (including without limitation, the time period of restriction and the
geographical areas of restriction set forth in Sections 6, 7 and 8 hereof) are
fair and reasonable and are reasonably required for the protection of the
interests of the Company, its founders, directors, officers and other employees
and to prevent irreparable harm to the foregoing.
(b) The parties agree that the covenants of the Employee
herein are material parts of the consideration received by the Company for
entering into this Agreement and employing the Employee and conditions to such
employment and that any breach of Sections 3-13 of this Agreement by the
Employee will result in irreparable injury to the Company. For that reason and
because the actual damages that might be sustained by the Company might be
difficult, if not impossible, to ascertain and may not be adequate to redress
any injuries, the Company shall, in addition to any and all other remedies
provided by law or otherwise, be entitled to an injunction to prevent a breach
or contemplated breach of any covenant of the Employee contained herein.
(c) Each of the covenants is independent and severable. Each
such covenant shall remain in full force and effect regardless of the
enforceability of any other covenant herein, or of the breach thereof by either
party. If it shall be determined at any time by any court of competent
jurisdiction that any provision of this Agreement or any portion thereof is
unenforceable, or that any provision relating to time period or area of
restriction exceeds the maximum time period or areas such court deems
reasonable, then such portions as shall have been determined to be unreasonably
restrictive or unenforceable or to exceed the maximum reasonable time period or
area of restriction shall thereupon be deemed to be so amended as to make such
restrictions reasonable in the determination of such court or to become and
thereafter be the maximum time period and/or areas which such court deems
reasonable and enforceable and the provision, as so amended, shall be
enforceable between the parties to the same extent as if such amendment had been
made prior to the date of any alleged breach of such provision.
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(d) Employee shall not delegate the Employee's employment
obligation pursuant to this Agreement to any other person. Employee agrees to
perform all acts necessary to enable the Company to learn of and protect the
rights it received under this Agreement, including without limitation making
full and immediate disclosure to the Company and assisting in the preparation
and execution of all documents required to acquire and convey to the Company the
rights obtained hereunder and under applicable law.
(e) This Agreement and accompanying Addendum contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements and understanding between the Employee and
the Company with respect thereto. No understandings exist between the parties
other than as expressed herein. This Agreement and accompanying Addendum may be
amended or modified only by written agreement executed by all of the parties
hereto. The provisions of the Agreement and accompanying Addendum shall survive
the termination of this Agreement and accompanying Addendum.
(f) This Agreement is to be considered an agreement entered
into and delivered in the State of Florida. The validity, interpretation,
construction, effect and enforcement of this Agreement shall be governed by the
laws of the State of Florida. The Employee (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be
instituted exclusively in Dade, Broward and Palm Beach Counties, Florida, (2)
waives any objection that the Employee may have now or hereafter to the venue of
any such suit, action or proceeding, and (3) irrevocably consents to the
jurisdiction of the Florida state courts located in Dade, Broward or Palm Beach
Counties, and the United States District Court for the Southern District of
Florida in any such suit, action or proceeding. In the event of the commencement
of suit to enforce any of the terms of this Agreement, the prevailing party in
such litigation shall be entitled to recover reasonable attorneys' fees.
(g) If either party waives a breach of this Agreement or fails
to exercise any right under this Agreement, such waiver of failure to exercise
rights shall not be construed as a waiver of any subsequent breach of right
under this Agreement, or affect the party's rights thereafter to exercise such
rights.
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date first above written.
WITNESSED: COMPANY:
COMPSCRIPT, INC.
--------------------------------
-------------------------------- By: /S/ XXXXX X. XXXXX
---------------------
Xxxxx X. Xxxxx, CEO
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EMPLOYEE:
--------------------------------
--------------------------------- /S/ XXXXXX X. XXXXXXX
--------------------
Xxxxxx X. Xxxxxxx
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ADDENDUM TO EMPLOYMENT CONTRACT
I. POSITION
Vice President, Member of the Executive Committee
Employment contract for two (2) years
II. BASE SALARY
$120,000 annually to start, changing to $150,000 annually on Jan. 1,
1997 and $200,000 annually on Jan. 1, 1998.
III. MOVING/RELOCATION REIMBURSEMENT
The Company agrees to provide to the Employee the following within
seven calendar days from the date that the Company executes this Addendum.
A. Net of taxes $25,000 cash sign on bonus.
B. Non-qualified Stock Options representing 140,000 shares of
CompScript's Common Stock with an exercise price of $5.13 per
share as priced on August 22, 1996, which are deemed FULLY
vested.
C. Selling assistance for three (3) months for duplicate living
expenses.
IV. CASH BONUS
1. A guaranteed $15,000 cash bonus at the end of year one (1)(12
months from the date that the Employment Agreement is
executed) and a guaranteed $15,000 cash bonus at the end of
year two (2) (24 months from the date that the Employment
Agreement is executed).
2. An additional cash bonus at the end of year one and at the end
of year two to be based on Revenue and Operating Income in an
amount not less than $10,000 each year. It is understood that
a mutually agreed upon plan will be developed.
V. N/A
Car allowance of $750 per month:
Gas credit card for corporate use only;
Corporate credit card for corporate use only;
Company health and dental benefit according to COMPScript policy;
Company to pay COBRA benefits until company insurance commences;
Laptop computer and cellular phone (ownership remains with company);
Company paid life insurance plus additional $750,000 term life policy;
Four (4) weeks vacation per year; Employee may not carry over paid
vacation accrued in one year to the following year;
Employee shall be entitled to the following paid holidays: New Year's
Day, Margin Xxxxxx Xxxx Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and the day after, and
Christmas Day;
Employee shall be entitled to ten paid sick days per year;
If Employee becomes unable to perform his duties under this Agreement
due to illness, physical or mental disability or other incapacity, the
Company shall continue to pay Employee his full salary and benefits for
a period of three (3) consecutive months;
In the event of the death of a close family member, Employee is
entitled to three (3) paid days of bereavement leave.
VI. SEVERANCE PAY
In the event of termination of employment or constructive termination
of employment, prior to the completion of the two (2) year term of
employment, the Employee will receive severance pay as set forth in
Section 17 of the Employment Agreement.
VII. TERMINATION FOLLOWING A CHANGE OF CONTROL
For purposes of this Agreement, a "Change in Control" of the Company
shall mean a change in control (a) as set forth in Section 280G of the
Internal Revenue Code, a (b) of a nature that would be required to be
reported in response to Item 1 of the current report of Form 8K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that,
without limitation, such a change in control shall be deemed to have
occurred at such time as:
(1) any "person," other than the Employee, (as such term is used in
Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the
Company's outstanding securities then having the right to vote at elections of
directors; or,
(2) the individuals who at the commencement date of the Agreement
constitute the Board of Directors cease for any reason to constitute a majority
thereof unless the election, or nomination for election, of each new director
was approved by a vote of at least two thirds of the directors then in office
who were directors at the commencement of the Agreement; or
(3) there is a failure to elect four or more (or such number of
directors as would constitute a majority of the Board of Directors) candidates
nominated by management of the Company to the Board of Directors; or
(4) The business of the Company for which the Employee's services are
principally performed is disposed of by the Company pursuant to a partial or
complete liquidation of the Company, a sale of assets (including stock of a
subsidiary of the Company) or otherwise.
Anything herein to the contrary notwithstanding, will not apply where
the Employee gives the Employee's explicit written waiver stating that for the
purposes of this Section a Change of Control shall not be deemed to have
occurred. The Employee's participating in any negotiations or other matters in
relation to a Change in Control shall in no way constitute such a waiver which
can only be given by an explicit written waiver as provided in the preceding
sentence.
An "Attempted Change in control" shall be deemed to have occurred if
any substantial attempt, accompanied by significant work efforts and
expenditures of money, is made to accomplish a Change in Control, as described
in subparagraphs (1), (2), (3), (4) above, whether or not such attempt is made
with the approval of a majority of the then current members of the Board of
Directors.
B. In the event that, within twelve (12) months of any Change in
Control of the Company or any Attempted Change in Control of the Company, the
Company terminates the Employment of the Employee under this Agreement, for any
reason other than for cause, or the Employee's employment is constructively
terminated, then, in any such event, such termination shall be deemed to be a
Termination by the Company other than for cause and the Employee shall be
entitled to such compensation and benefits as set forth in this Agreement.
C. For purposes of this Section, the Employee's employment shall be
deemed constructively terminated in the event one or more of the following
events occurs without the express written consent of the Employee:
(i) Significant change in the nature or scope of the
authorities, powers, functions, duties or responsibilities attached to
Employee's position; or
(ii) A five percent (5%) reduction in the Employee's salary
below the salary in effect immediately prior to such reduction or a reduction in
the target bonus participation; or
(iii) Material breach of the Agreement by the Company; or
(iv) Material reduction of the Employee's benefits under any
employee benefit plan, program or arrangement (for Employee individually or as
part of a group) of the Company as then in effect or as in effect on the
effective date or the Agreement, which reduction shall not be effectuated for
similarly situated employees of the Company; or
(v) Failure by a successor company to assume the obligations
under the Agreement; or
(vi) Change in the Employee's principal office to a location
outside the Palm Beach-Broward County, Florida area.
D. Anything in this Section to the contrary notwithstanding, in no vent
will any action or non-action by the Employee at any time prior to the first
anniversary date of the applicable Change in Control or Attempted Change in
Control (including any action or non-action prior to the effective date of this
Agreement) be deemed consent to any of the events described in this Section.
E. Anything herein to the contrary notwithstanding, in the event the
circumstances giving rise to an Attempted Change in Control are included in
those circumstances giving rise to an actual Change in Control, the twelve (12)
month period under this Section will be deemed to have recommenced on the date
the actual Change in Control occurred.
Addendum acknowledged by the undersigned as of the date specified.
Employee: /S/ XXXXXX XXXXXXX Date: /S/ 6/19/96
-------------------------- --------------------
COMPANY:
COMPSCRIPT, INC.
By: /S/ XXXXX XXXXX Date: /S/ 6/19/96
-------------------------------- -------------------
Xxxxx X. Xxxxx, CEO
