AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered
into as of this 31st day of July, 1998 by and between Printrak International
inc. a Delaware corporation and UNION BANK OF CALIFORNIA, N.A., ("Bank"). This
Agreement amends and restates in its entirety that certain Loan Agreement dated
August 12, 1996.
SECTION 1. THE LOAN
1.1.1 The Revolving Loan. Bank will loan to Borrower an amount
not to exceed Fifteen Million Dollars ($15,000,000) outstanding in the aggregate
at any one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow
all or part of the Revolving Loan in accordance with the terms of the Revolving
Note. All borrowings of the Revolving Loan must be made before August 2, 1999 at
which time all unpaid principal and interest of the Revolving Loan shall be due
and payable. The Revolving Loan shall be evidenced by a promissory note (the
"Revolving Note") on the standard form used by Bank for commercial loans. Bank
shall enter each amount borrowed and repaid in Bank's records and such entries
shall be deemed to be the amount of the Revolving Loan outstanding. Omission of
Bank to make any such entries shall not discharge Borrower of its obligation to
repay in full with interest all amounts borrowed.
1.1.1.1 The Standby L/C Sublimit. As a sublimit to the
Revolving Loan, Bank shall issue, for the account of Borrower, one or more
irrevocable, standby letters of credit (individually, an "L/C" and collectively,
the "L/Cs"), All such standby L/Cs shall be drawn on such terms and conditions
as are acceptable to Bank. The aggregate amount available to be drawn under all
outstanding L/Cs and the aggregate amount of unpaid reimbursement obligations
under drawn L/Cs shall not exceed Five Million Dollars ($5,000,000) and shall
reduce, dollar for dollar, the maximum amount available under the Revolving
Loan. No standby L/C shall have an expiry date more than one year from its date
of issuance and each L/C shall be governed by the terms of (and Borrower agrees
to execute) Bank's standard form for standby L/C applications and reimbursement
agreements. No L/C shall expire after August 2, 1999.
1.1.2 The Reducing Revolving Loan. Bank previously made a
certain Reducing Revolving Loan ("Reducing Revolving Loan") to Borrower, which
matures on February 1, 2001. The current outstanding principal amount of the
Reducing Revolving Loan is Four Million Dollars ($4,000,000). This Reducing
Revolving Loan is evidenced by e promissory note ("Term Note") on the standard
form used by Bank for commercial loans.
1.1.3 The Term Loan. Solely to repay,the Reducing Revolving
Loan, Bank will convert the sum outstanding as of the date of this Agreement
into a fully amortizing Term Loan (the "Term Loan"). In the event of a
prepayment of principal and payment of any resulting fees, any prepaid amounts
shall be applied to the scheduled principal payments in the reverse order of
their maturity. The Term Loan shall be evidenced by a promissory note (the "Term
Note") on the standard form used by Bank for commercial loans.
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1.2 Terminology.
As used herein the word "Loan" shall mean, collectively, all the
credit facilities described above.
As used herein the word "Note" shall mean, collectively, all the
promissory notes described above.
As used herein, the words "Loan Documents" shall mean all documents
executed in connection with this Agreement.
1.4 Purpose of Loan. The proceeds of the Revolving Loan shall be
used for general working capital purposes and the proceeds of the Term Loan
shall be used only to repay the Reducing Revolving Loan.
1.5 Interest and Fees.
(a) The unpaid principal balance of the Revolving Loan and the
Term Loan shall bear interest at the rate or rates provided in the Revolving
Note and the Term Note as selected by Borrower. The Revolving Loan and the Term
Loan may be prepaid in full or in part only in accordance with the terms of the
Revolving Note and the Term Note and any such prepayment shall be subject to the
prepayment fee provided for therein.
(b) Without in any way limiting the rights and remedies of
Bank under this Agreement, including without limitation the right to call a
default, accelerate the balance owing under the Note, and the right to assess
the default rate of interest on all or a portion of the principal and interest
due hereunder, Borrower agrees to pay to Bank, in immediately available funds, a
fee of Two Thousand Five Hundred Dollars ($2,500) for each month during which
Borrower is not in compliance with each of the financial covenants set forth in
Sections 4.6, 4.7, 4.8, 4.9 and 4.10 of this Agreement.
1.6 Loan Commitment Fee. Borrower has paid in advance a
commitment fee of Fifty-Thousand Dollars ($50,000) on or before the date of
execution of this Agreement, No portion of this fee shall be reimbursable.
1.10 Balances. Borrower shall maintain its major depository
accounts with Bank until the Note and all sums payable pursuant to this
Agreement have bean paid in full.
1.11 Disbursement. Upon execution hereof, Bank shall disburse
the proceeds of the Loan as provided in Bank's standard form Authorization
executed by Borrower.
1.12 Security. Prior to any disbursement of the Loan, Borrower
shall have executed a security agreement, on Bank's standard form, and a
financing statement, suitable for filing in the office of the Secretary of
State of the State of California and any other state designated by Bank,
granting to Bank a first priority security interest in such of Borrower's
property as is described in said security agreement. Borrower shall also
grant to Bank a security interest in any and all patents owned by Borrower.
Costs incurred in order for Bank to perfect its security interest in such
patents shall be paid for by Borrower. At Bank's request, Borrower will also
obtain executed landlord's and mortgagee's waivers on Bank's form covering
all of Borrower's property located on leased or encumbered real property.
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1.13 Controlling Document. In the event of any inconsistency
between the terms of this Agreement and any Note or any of the other Loan
Documents, the terms of such Note or other Loan Documents will prevail over
the terms of this Agreement.
SECTION 2. CONDITIONS PRECEDENT
Bank shall not be obligated to disburse all or any portion of the
proceeds of the Loan unless at or prior to the time for the making of such
disbursement, the following conditions have been fulfilled to Bank's
satisfaction:
2.1 Compliance. Borrower shall have performed and complied with all
terms and conditions required by this Agreement to be performed or complied with
by it prior to or at the date of the making of such disbursement and shall have
executed and delivered to Bank the Note and other documents deemed necessary by
Bank.
2.2 Guaranties. Printrak Limited shall have executed and delivered
to Bank a continuing guaranty in form and amount satisfactory to Bank. Borrower
shall cause each Guarantor to submit to Bank not later than one hundred twenty
(120) days after the and of each fiscal year such Guarantor's financial
statement in form satisfactory to Bank.
2.3 Borrowing Resolution. Borrower shall have provided Bank with
certified copies of resolutions duly adopted by the Board of Directors of
Borrower, authorizing this Agreement and the Loan Documents. Such resolutions
shall also designate the persons who are authorized to act on Borrower's behalf
in connection with this Agreement and to do the things required of Borrower
pursuant to this Agreement.
2.4 Continuing Compliance. At the time any disbursement is to be
made, there shall not exist any event, condition or act which constitutes an
event of default under Section 6 hereof or any event, condition or act which
with notice, lapse of time or both would constitute such event of default; nor
shall there be any such event, condition, or act immediately after the
disbursement were it to be made.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
3.1 Business Activity. The principal business of Borrower is the
development, marketing and sale of law enforcement and civil identification
systems and related products.
3.2 Affiliates and Subsidiaries. Borrower's affiliates and
subsidiaries (those entities in which Borrower has either a controlling interest
or at least a 25% ownership interest) and their addresses, and the names of
Borrower's principal shareholders, are as provided on a schedule delivered to
Bank on or before the date of this Agreement.
3.3 Authority to Borrow. The execution, delivery and performance of
this Agreement, the Note and all other agreements and instruments required by
Bank in connection with the Loan are not in contravention of any of the terms of
any indenture, agreement or undertaking to which Borrower is a party or by which
it or any of its property is bound or effected.
3.4 Financial Statements. The financial statements of Borrower,
including both a balance sheet at March 31, 1998, together with supporting
schedules, and an income statement for
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the twelve (12) months ended March 31, 1998, have heretofore been furnished to
Bank, and are true and complete and fairly represent the financial condition of
Borrower during the period covered thereby. Since March 31, 1996, there has been
no material adverse change in the financial condition or operations of Borrower.
3.5 Title. Except for assets which may have been disposed of in the
ordinary course of business, Borrower has good and marketable title to all of
the property reflected in its financial statements delivered to Bank and to all
property acquired by Borrower since the date of said financial statements, free
and clear of all liens, encumbrances, security interests and adverse claims
except those specifically referred to in said financial statements.
3.6 Litigation. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably likely to
affect the financial condition, property or business of Borrower in a materially
adverse manner or result in liability in excess of Borrower's insurance
coverage.
3.7 Default. Borrower is not now in default in the payment of any of
its material obligations, and there exists no event, condition or act which
constitutes en event of default under Section 6 hereof and no condition, event
or act which with notice or lapse of time, or both, would constitute an event of
default.
3.8 Organization. Borrower is duly organized and existing under the
laws of the state of its organization, and has the power and authority to carry
on the business in which it is engaged and/or proposes to engage.
3.9 Power. Borrower has the power and authority to enter into this
Agreement and to execute and deliver the Note and all of the other Loan
Documents.
3.10 Authorization. This Agreement and all things required by this
Agreement have been duly authorized by all requisite action of Borrower.
3.11 Qualification. Borrower is duly qualified and in good standing
in any jurisdiction where such qualification is required.
3.12 Compliance With Laws. Borrower is not in violation with respect
to any applicable laws, rules, ordinances or regulations which materially affect
the operations or financial condition of Borrower.
3.13 ERISA. Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrower meet, as of the date hereof, the minimum funding standards of Section
302 of ERISA, and no Reportable Event or Prohibited Transaction as defined in
ERISA has occurred with respect to any such plan.
3.14 Regulation U. No action has been taken or is currently planned
by Borrower, or any agent acting on its behalf, which would cause this Agreement
or the Note to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System or to violate the Securities and
Exchange Act of 1934, in each case as in effect now or as the same may hereafter
be in effect. Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock as one of its important
activities and none of the proceeds of the Loan will be used directly or
indirectly for such purpose.
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3.15 Continuing Representations. These representations shall be
considered to have been made again at and as of the date of each disbursement of
the Loan and shall be true and correct as of such date or dates.
SECTION 4. AFFIRMATIVE COVENANTS
Until the Note and all sums payable pursuant to this Agreement or any
other of the Loan Documents have bean paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
4.1 Use of Proceeds. Borrower will use the proceeds of the Loan only
as provided in subsection 1.4 above.
4.2 Payment of Obligations. Borrower will pay and discharge promptly
all taxes, assessments and other governmental charges and claims levied or
imposed upon it or its property, or any part thereof, provided, however, that
Borrower shall have the right in good faith to Contest any such taxes,
assessments, charges or claims and, pending the outcome of such contest, to
delay or refuse payment thereof provided that adequately funded reserves are
established by it to pay and discharge any such taxes, assessments, charges and
claims.
4.3 Maintenance of Existence. Borrower will maintain and preserve
its existence and assets and all rights, franchises, licenses and other
authority necessary for the conduct of its business and will maintain and
preserve its property, equipment and facilities in good order, condition and
repair. Bank may, at reasonable times, visit and inspect any of the properties
of Borrower.
4.4 Records. Borrower will keep and maintain full and accurate
accounts and records of its operations according to generally accepted
accounting principles and will permit Bank to have access thereto, to make
examination and photocopies thereof, and to make audits during regular business
hours. Costs for such audits shall be paid by Borrower.
4.5 Information Furnished. Borrower will furnish to Bank:
(a) Within thirty (30) days after the close of each fiscal
month, except for the final month of each fiscal year, its unaudited balance
sheet as of the close of such fiscal month, its unaudited income and expense
statement with supportive schedules and statement of retained earnings for
that fiscal month, prepared in accordance with generally accepted accounting
principles;
(b) Within ninety (90) days after the close of each fiscal
year, a copy of its statement of financial condition including at least its
balance sheet as of the close of such fiscal year, its income and expense
statement and retained earnings statement for such fiscal year, examined and
prepared on an audited basis by independent certified public accountants
selected by Borrower and reasonably satisfactory to Bank, in accordance with
generally accepted accounting principles applied on a basis consistent with that
of the previous year;
(c) If requested, copies of such financial statements and
reports as Borrower may file with any state or federal agency, including all
state and federal income tax returns;
(d) Such other financial statements and information as Bank may
reasonably request from time to time;
(e) In connection with each financial statement provided
hereunder, a statement, executed by Borrower's chief financial officer or
other duly authorized officer certifying that (i) Borrower is in compliance
with all covenants under this Agreement and (ii) no default has occurred
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and no event exists which with notice or the lapse of time, or both, would
result in a default hereunder.
(f) In connection with each fiscal year-end statement
required hereunder, any management letter of Borrower's certified public
accountant.
(g) Prompt written notice to Bank of all events of default
under any of the terms or provisions of this Agreement or of any other
agreement, contract, document or instrument entered, or to be entered into
with Bank; and of any litigation which, if decided adversely to Borrower,
would have a material adverse effect on Borrower's financial condition; and
of any other matter which has resulted in, or is likely to result in, a
material adverse change in its financial conditions or operations; and
(l) Prior written notice to Bank of any changes in Borrower's
officers and other senior management or Borrower's name and location of
Borrower's assets or Borrower's principal place of business or chief executive
office.
4.6 Quick Ratio. Borrower shall maintain a ratio of cash, accounts
receivable and marketable securities to current liabilities, less deferred
revenues classified as current liabilities on Borrower's balance sheet as of
said period, of not less than the following amounts for the periods specified:
Quarter ended June 30, 1998 1.10:1.0
Quarter ended September 30, 1998 1.25:1.0
Quarter ended December 31, 1998 1.25:1.0
Quarter and Fiscal Year ended March 31, 1999 1.50:1.0
4.7 Tangible Net Worth. Until June 30, 1998, Borrower will at all
times maintain a Tangible Net Worth of not less than Sixteen Million Dollars
($16,000,000). Thereafter, Borrower will at all times maintain a minimum
Tangible Net Worth of the following amounts for the periods specified:
Quarter ended September 30, 1998 $16,500,000
Quarter ended December 31, 1998 $17,600,000
Quarter and Fiscal Year ended March 31, 1999 $19,600,000
"Tangible Net Worth" shall mean net worth increased by indebtedness of
Borrower subordinated to Bank and decreased by patents, licenses, trademarks,
trade names, goodwill and other similar intangible assets, organizational
expenses, and monies due from affiliates (including officers, shareholders
and directors).
4.8 Debt to Tangible Net Worth. Borrower will at all times maintain
a ratio of total liabilities to tangible net worth of not greater than the
following amounts for the periods specified:
Quarter ended June 30, 1998 2.50:1.0
Quarter ended September 30, 1998 2.25:1.0
Quarter ended December 31, 1998 2.00:1.0
Quarter and Fiscal Year ended March 31, 1999 1.50:1.0
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4.9 Profitability. Borrower will maintain its net profit, after
provision for income taxes, at not less than the following amounts for the
periods specified:
Quarter ended June 30, 1998 $100,000
For the Six Months Ended September 30, 1998 $ 600,000
For the Nine Months Ended December 31, 1998 $1,700,000
For the Fiscal Year ended March 31, 1999 $3,700,000
4.10 Cash Flow. Borrower will maintain a ratio of Cash Flow to Debt
Service of not less than 1.50:1.0. Compliance with this subsection shall be
measured as of the end of each fiscal year end. "Cash Flow" shall mean net
profit after taxes to which depreciation, amortization and other noncash
expenses are added for the twelve (12) month period immediately preceding the
date of calculation. "Debt Service" shall mean that portion of long-term
liabilities and capital leases coming due within twelve (12) months of the date
of calculation.
4.11 Insurance. Borrower will keep all of its insurable property,
real, personal or mixed, insured by companies and in amounts approved by Bank
against fire and such other risks, and in such amounts, as is customarily
obtained by companies conducting similar business with respect to like
properties. Borrower will furnish to Bank statements of its insurance coverage,
will promptly furnish other or additional insurance deemed necessary by and upon
request of Bank to the extent that such insurance may be available and hereby
assigns to Bank, as security for Borrower's obligations to Bank, the proceeds of
any such insurance. Prior to any disbursement of the Loan, Bank will be named
loss payee on all policies insuring collateral and such policies shall require
at least ten (10) days' written notice to Bank before any policy may be altered
or cancelled. Borrower will maintain adequate worker's compensation insurance
and adequate insurance against liability for damage to persons or property.
4.12 Additional Requirements. Borrower will promptly, upon demand
by Bank, take such further action and execute all such additional documents and
instruments in connection with this Agreement as Bank in its reasonable
discretion deems necessary, and promptly Supply Bank with such other information
concerning its affairs as Bank may request from time to time.
4.13 Litigation and Attorneys' Fees. Borrower will pay promptly to
Bank upon demand, reasonable attorneys' fees (including but not limited to the
reasonable estimate of the allocated costs and expenses of in-house legal
counsel and legal staff) and all costs and other expenses paid or incurred by
Bank in collecting, modifying or compromising the Loan or in enforcing or
exercising its rights or remedies created by, connected with or provided for in
this Agreement or any of the Loan Documents, whether or not an arbitration,
judicial action or other proceeding is commenced. If such proceeding is
commenced, only the prevailing party shall be entitled to attorneys' fees and
court costs.
4.14 Bank Expenses. Borrower will pay or reimburse Bank for all
costs, expenses and fees incurred by Bank in preparing and documenting this
Agreement and the Loan, and all amendments and modifications thereof, including
but net limited to all filing and recording fees, costs of appraisals, insurance
and attorneys' fees, including the reasonable estimate of the allocated costs
and expenses of in-house legal counsel and legal staff.
4.15 Reports Under Pension Plans. Borrower will furnish to Bank, as
soon as possible and in any event within 15 days after Borrower knows or has
reason to know that any event or condition with respect to any defined benefit
pension plans of Borrower described in Section 3 above has occurred, a statement
of an authorized officer of Borrower describing such event or condition and the
action, if any, which Borrower proposes to take with respect thereto.
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SECTION 5. NEGATIVE COVENANTS
Until the Note and all other sums payable pursuant to this Agreement or
any other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
5.1 Encumbrances and Liens. Borrower will not create, assume or
suffer to exist any mortgage, pledge, security interest, encumbrance, or lien
(other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits thereof,
except to Bank and except for minor encumbrances and easements on real property
which do not effect its market value, and except for existing liens on
Borrower's personal property and future purchase money security interests
encumbering only the personal property purchased.
5.2 Borrowings. Borrower will not sell, discount or otherwise
transfer any account receivable or any note, draft or other evidence of
indebtedness, except to Bank or except to a financial institution at face value
for deposit or collection purposes only and without any fee other than fees
normally charged by the financial institution for deposit or collection
services. Borrower will not borrow any money, become contingently liable to
borrow money, nor enter any agreement to directly or indirectly obtain borrowed
money, except pursuant to agreements made with Bank.
5.3 Sale of Assets, Liquidation or Merger. Borrower will neither
liquidate nor dissolve nor enter into any consolidation, merger, partnership or
other combination, nor convey, nor sell, nor lease all or the greater part of
its assess or business, nor purchase or lease all or the greater part of the
assets or business of another.
5.4 Loans, Advances and Guaranties. Borrower will not, except in the
ordinary course of business as currently conducted, make any loans or advances,
become a guarantor or surety, pledge its credit or properties in any manner or
extend credit.
5.5 Investments. Borrower will not purchase the debt or equity of
another person or entity except for Savings accounts and certificates of deposit
of Bank, direct U.S. Government obligations and commercial paper issued by
corporations with the top ratings of Xxxxx'x or Standard & Poor's, provided all
such permitted investments shall mature within one year of purchase.
5.6 Payment of Dividends. Borrower will not declare or pay any
dividends, other than a dividend payable in its own common stock, or authorize
or make any other distribution with respect to any of its stock now or hereafter
outstanding.
5.7 Retirement of Stock. Borrower will not acquire or retire any
share of its capital stock for value.
5.8 Parent and Subsidiary Property. Borrower will not transfer any
property to its parent or any affiliate of its parent, except for value received
in the normal course of business as business would be conducted with an
unrelated or unaffiliated entity. In no event shall management fees or fees for
services be paid by Borrower to any such direct or indirect affiliate without
Bank's prior written approval.
SECTION 6. EVENTS OF DEFAULT
The occurrence of any of the following events ("Events of Default") shall
terminate any obligation on the part of Bank to make or continue the Loan and
automatically, unless otherwise provided under the Note, shall make all sums of
interest and principal and any other amounts owing under the Loan immediately
due and payable, without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or any other notices or demands:
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6.1 Borrower shall default in the due and punctual payment of the
principal of or the interest on the Note or any of the other Loan Documents; or
6.2 Any default shall occur under the Note; or
6.3 Borrower shall default in the due performance or observance of
any covenant or condition of the Loan Documents; or
6.4 Any guaranty or subordination agreement required hereunder is
breached or becomes ineffective, or any Guarantor or subordinating creditor
dies, disavows or attempts to revoke or terminate such guaranty or subordination
agreement; or
6.5 There is a change in ownership or control of ten percent (10%)
or more of the issued and outstanding stock of Borrower or any Guarantor, or (if
Borrower is a partnership) there is a change in ownership or control of any
general partner's interest.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 Additional Remedies. The rights, powers and remedies given to
Bank hereunder shall be cumulative and not alternative and shall be in addition
to all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of setoff or banker's
lien.
7.2 Nonwaiver. Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver
thereof and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof. No waiver shall be effective unless
it is in writing and signed by an officer of Bank.
7.3 Inurement. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assignees of
Borrower, and any assignment by Borrower without Bank's consent shall be null
and void.
7.4 Applicable Law. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California.
7.5 Severability. Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable, all other provisions
nevertheless shall be effective. In the event of any conflict between the
provisions of this Agreement and the provisions of any note or reimbursement
agreement evidencing any indebtedness hereunder, the provisions of such note or
reimbursement agreement shall prevail.
7.6 Integration Clause. Except for documents and instruments
specifically referenced herein, this Agreement constitutes the entire agreement
between Bank and Borrower regarding the Loan and all prior communications verbal
or written between Borrower and Bank shall be of no further effect or
evidentiary value.
7.7 Construction. The section and subsection headings herein are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
7.8 Amendments. This Agreement may be amended only in writing signed
by all parties hereto.
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7.9 Counterparts. Borrower and Bank may execute one or more
counterparts to this Agreement, each of which shall be deemed an original, but
when together shall be one and the same instrument.
SECTION 8. SERVICE OF NOTICES
8.1 Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods and
addressed to the respective party at its address given with the signatures at
the end of this Agreement and shall be considered to have been validly given:
(a) upon delivery, if delivered personally; (b) upon receipt, if mailed, first
class postage prepaid, with the United States Postal Service; (c) on the next
business day, if sent by overnight courier service of recognized standing: and
(d) upon telephoned confirmation of receipt, if telecopied.
8.2 The addresses to which notices or demands are to be given may be
changed from time to time by notice delivered as provided above.
THIS AGREEMENT is executed on behalf of the parties by duly authorized
officers as of the date first above written.
UNION BANK OF CALIFORNIA, N.A. PRINTRAK INTERNATIONAL INC.
By: /s/ Xxx Xx By: /s/ Xxxxxxx Xxxxxxx
--------------------------- ---------------------------
Title V.P. Title V.P. of Finance
------------------------ ---------------------------
By: /s/ Xxxxx Xxxxx
--------------------------- 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Title: V.P. Telephone:(000) 000-0000
------------------------ Telecopier:(000) 000-0000
Attention; Xxxxxxx Xxxxxxx,
000 Xxxxx Xxxx Xxxxxx Vice President/Corporate
Xxxxx 000 Xxxxxxxxx
Xxxxxx, XX 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxx He, Vice President
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