MTi
24 Southwark Street
London
SE1 1TY
United Kingdom
Telephone
+44 (0)171 357 7292
Facsimile
+44 (0) 171 357 6650
January 29, 1996
American Stock Transfer And Trust Company
40 Wall Street
New York, New York 10005
Gentlemen:
TREASURY ORDER
WHEREAS:
A. Miriam Herzel (the `Registered Holder'') is the registered holder of
$100,000 Series B Debentures of Management Technologies, Inc. (the
`Corporation'') (collectively, the ``Debentures'');
B. The Registered Holder has the right pursuant to Paragraph 4 of the
Debenture to convert the Debentures into Common Shares in the capital of
the Corporation at the times and in the manner set out in such Debentures;
C. Pursuant to a resolution of the Board of Directors of the Corporation duly
passed on December 15, 1995, this irrevocable Treasury Order has been
delivered to Mr. Barry Globerman, Attorney of New York, New York, as escrow
agent (the `Escrow Agent'') for and on behalf of the Registered Holder for
the purpose of facilitating delivery to the Escrow Agent for and on behalf
of the Registered Holder of a share certificate representing that number of
validly issued Common Shares in the capital of the Corporation to which the
Registered Shareholder will be entitled upon conversion of some or all, as
the case may be, of the Debentures upon presentation to you, as transfer
agent of the Corporation in New York, at your address set out above during
business hours of;
1. proof to your satisfaction that the person presenting the following
documents is the Escrow Agent who is named in this Treasury Order;
2. the certificate or certificates representing the Debenture to be
converted duly endorsed by the Registered Holder; and
3. this Treasury Order (collectively, the `Conversion Documents'').
NOW, THEREFORE, YOU ARE IRREVOCABLY AUTHORIZED AND DIRECTED to deliver to the
Escrow Agent upon presentation of the Conversion Documents on or after March 14,
1996, a share certificate or certificates without legend or stop transfer order
representing the number of fully paid Common Shares in the capital of the
Corporation set out below registered in the name of the Registered Shareholder.
The undersigned certifies that the Corporation shall have received the full
consideration for the said Common Shares and that they shall be fully paid and
non-assessable upon presentation to you of the Conversion Documents.
Number of Number of
Name Common Shares Debentures
- ---- ------------- ----------
Address
-------
Miriam Herzel 8 Yoel St Bwei One in the
Baral Israel amount of
$100,000
/s/ Peter
Morris
By: Peter
Morris
President & Chief Operating Officer
On behalf of the Board of Directors of
Management Technologies, Inc.