EXHIBIT 10.13
HELIX BIOCORE, INC.
SELF-INSURANCE
TRUST AGREEMENT
This Agreement is made as of this 28th day of February, 1991, by and
between Helix BioCore, Inc. a Minnesota corporation ("HBI") and Richfield Bank &
Trust Co.
("Trustee").
WHEREAS, HBI desires to indemnify its past and present directors and
officers, as listed on Exhibit A (the "Beneficiaries"), against liability claims
and expenses which they may become obligated to pay as a result of wrongful acts
or omissions or alleged wrongful acts or omissions arising out of duties which
they performed for HBI in their official capacity; and
WHEREAS, as of the effective date of this Agreement, commercial
insurance coverage is prohibitively expensive and inadequate; and
WHEREAS, qualified directors and officers would be unwilling to serve
in such capacities without adequate assurances of protection from such claims;
and
WHEREAS, HBI desires to contribute to a trust fund assets sufficient to
pay all expenses incurred in investigating, settling and defending against such
claims and amounts due from such claims or to use such funds to purchase
insurance to provide protection against said claims and expenses arising
therefrom for the Beneficiaries; and
WHEREAS, the Trustee is willing to receive and to hold such assets in
trust in accordance with the terms and conditions of this Agreement;
THEREFORE, the parties agree as follows:
ARTICLE I
ESTABLISHMENT OF TRUST
1.1 Purpose of Trust. HBI hereby establishes this Trust for the
purposes of (a) indemnifying Beneficiaries in accordance with, and to the
fullest extent permissible under, the provisions of the Minnesota Business
Corporation Act, as it may from time to time be amended, and (b) paying officers
and directors liability insurance premiums, and hereby delivers to the Trustee
the sum of $200,000, to be held in a fund (the "Trust Fund") for the benefit of
the Beneficiaries in accordance with the terms of this Trust Agreement. HBI may
deliver additional funds to the Trustee from time to time to be similarly held.
1.2 Initial Contribution. The Trustee acknowledges receipt of the
initial $200,000 contribution and agrees to hold, invest and reinvest such
assets as HBI may from time to time pay over, together with any income and
earnings thereon, in trust for the purposes stated herein in accordance with the
terms and conditions of this Agreement.
1.3 Contract Rights. The rights of the Beneficiaries under this Trust
are contract rights based upon good and valuable consideration and shall be
enforceable the same as if the provisions hereof were set forth in a separate
written contract between HBI and each Beneficiary. It is expressly intended that
the indemnification provided hereunder shall extend to derivative actions
against officers or directors that otherwise qualify for indemnification
pursuant to the Minnesota Business Corporation Act.
ARTICLE 2
CONSENT
2.1 Consent Defined. Wherever Consent is required in this Agreement,
Consent shall be defined as follows:
(a) HBI shall obtain a majority vote, approving the proposed
action, of each of two classes of Beneficiaries, namely,
current directors and officers of HBI (Class 1) and past
directors and officers of HBI (Class 2).
(b) The following Beneficiaries shall be excluded from such
classes and shall not be entitled to vote under this
Article:
(i) Heirs and personal representatives of deceased officers
and directors;
(ii) Mentally incompetent Beneficiaries;
(iii) Beneficiaries who cannot be located through the notice
procedures described in Section 8.7 and after additional
reasonable efforts;
(iv) Beneficiaries who do not respond to a notice requesting
Consent by the time designated in the notice; and
(v) If payment of a claim is involved, a Beneficiary on
whose behalf the claim would be paid.
(c) Class 2 shall not be entitled to vote on any Consent issues
until it contains at least 5 members, after the exclusions
in (b) above
2.2 Notice. HBI, when seeking Consent as required in this Agreement,
shall notify all Beneficiaries eligible to vote, in accordance with Section 8.7,
providing said Beneficiaries with a reasonable time in which to respond. The
Beneficiaries shall respond with notice of approval or disapproval within the
time limits set out in the notice.
2.3 Certificate of Consent. HBI shall promptly certify to the receipt
or non-receipt of such Consent upon written request of any party to this Trust
Agreement.
ARTICLE 3
BENEFICIARIES
3.1 Date of Coverage. New directors and officers of HBI shall become
Beneficiaries under this Trust Agreement and shall be listed on Schedule A upon
election as a director or officer of HBI. Beneficiary status shall last for the
duration of the Trust Agreement unless a Beneficiary elects out, in accordance
with Section 3.3 below.
3.2 Heirs and Representatives of Beneficiaries. The term Beneficiary
shall include heirs and representatives of deceased past directors and officers
against whom claims have been brought for wrongful acts or omissions arising out
of official duties performed for HBI.
3.3 Election Out of Coverage. Any past or present officer or director
may elect to not become a Beneficiary under this Trust Agreement. Written notice
of election out of Beneficiary status shall be delivered to the Trustee and to
HBI and shall be effective upon receipt of such notice by the Trustee.
3.4 Process of Indemnification. A Beneficiary seeking indemnification
under this Agreement shall submit to HBI a certificate containing the following
information:
(a) a description of the nature of the claim for which a right
to receive payments hereunder is asserted and the identity
of the persons who have made or threatened the claim;
(b) copies of all papers served on the Beneficiary in connection
with the claim;
(c) a written undertaking satisfactory to HBI to repay to the
Trust any amounts paid or applied to or for the use of the
Beneficiary pursuant to this Trust in the event a
determination is made by the Trustee that under applicable
law payments to the Beneficiary are not lawful and proper in
the circumstances; and
(d) a written undertaking satisfactory to HBI to keep HBI fully
informed of the progress of the claim and to deliver
promptly to HBI copies of all pleadings and other material
documents in relation to the proceeding.
3.5 Certificate and Payment of Claim. A certificate delivered pursuant
to Section 3.4 shall be approved or disapproved in accordance with paragraph
5.1(c) and, if approved, paid in accordance with paragraphs 4.1(d), (e) and (f).
ARTICLE 4
DUTIES AND POWERS OF TRUSTEE
4.1 Trustee Duties.
(a) General Duty. To discharge the duties with respect to this
Trust solely in accordance with the terms and conditions of
this Trust Agreement for the purposes of indemnifying
Beneficiaries in accordance with the standards set out in
this Trust Agreement and paying directors and officers
liability insurance premiums.
(b) Establishment of Trust Fund. To establish a fund from which
to pay amounts described in (a). The Trustee shall deposit
in said fund all cash, cash equivalents such as certificates
of deposit and marketable government securities, and notes
contributed thereto by HBI.
(c) Investment. To invest and reinvest the trust funds only in
Authorized Investments. "Authorized Investments" shall
consist only of the following:
(i) Obligations issued or guaranteed by the United States
Government, including obligations issued by its
agencies or by its instrumentalities;
(ii) Obligations (such as time deposits, Euro dollar time
deposits, letters of credit, certificates of deposit,
and bankers' acceptances) of commercial banks, savings
banks and savings and loan institutions participating
in the FDIC or FSLIC and organized under and regulated
by the United States Government and/or the State of
Minnesota, including the Trustee itself, and provided
that total principal and accrued income invested in any
such obligation shall at no time exceed the insured
limit of such obligation;
(iii) Money market funds whose funds are solely invested in
obligations described in paragraph (i) or (ii) above;
(iv) In exercising its investment authority with respect to
the Authorized Investments listed above, the Trustee
shall consider safety of principal, ready marketability
and interest yields (in that order) and may make
purchases and sales of investments through its own bond
department.
(d) Payment of Claims. To pay amounts from the Trust Fund,
consistent with the purposes stated in paragraph 1.1 as
follows: Upon receipt of a written notice of approval of a
claim by HBI or the arbitrator specified in Section 5.1(c)
of this Trust Agreement, the Trustee shall pay to the
Beneficiary from the Trust Fund the amount specified in the
written notice. In the event that the amount of cash held in
the Trust Fund is insufficient to make any payment required
pursuant to this Trust Agreement, the Trustee shall sell
investments in the Trust Fund so that the cash in the Trust
Fund is sufficient to make such payments.
(e) Notification of Insufficient Assets. If the Trustee is
instructed, in accordance with Section 4.1(d), to pay claims
and the assets in the Trust Fund are insufficient to pay all
of such claims, the Trustee shall immediately give written
notice to HBI and to the Beneficiary or Beneficiaries whose
claims are unpaid, of its inability to pay. HBI shall
respond to such notification in accordance with subparagraph
5.2(a).
(f) Priority of Claims. If the Trustee has two or more claims
and insufficient assets in the Trust Fund to satisfy all
claims, then the Trustee shall pay the claims according to
written instructions drafted by an authorized representative
of HBI, approved in accordance with the Consent procedures
described in Article 2. If no agreement is reached, the
priority of claims and division of funds in the Trust shall
be submitted to binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association, as then in effect, with instructions for the
arbitrator to make a decision based on the following
factors. First, the arbitrator shall determine if any
Beneficiary has significantly greater culpability for the
underlying loss and, if so, such Beneficiary's claim shall
be the first to be reduced. If there still is insufficient
assets or there is a determination that no beneficiary had
significantly greater culpability, the reduction shall be
pro rata in accordance with each of the remaining
Beneficiary's loss. The decision of the arbitrator shall be
binding and conclusive on the parties and HBI shall pay the
costs of the arbitration, not including the costs of counsel
for the Beneficiaries.
(g) Payment of Insurance Premiums. Provided HBI obtains Consent,
the Trustee shall pay directors and officers liability
insurance premiums to a commercial insurer selected by HBI
in accordance with instructions from an authorized
representative of HBI.
(h) Recordkeeping. The Trustee shall keep accurate records of
the operation of the Trust, including instructions to the
Trustee from HBI as to payments to be made from the Trust,
which shall be available for inspection during regular
business hours at the principal office of the Trustee by
authorized representatives of HBI or by any Beneficiary. The
Trustee shall not be responsible for keeping records of
claims information submitted by Beneficiaries; such records
shall be maintained by HBI, as provided in Section 5.1(d).
(i) Accounting. No later than 60 days after the end of each
calendar year (which is the fiscal year of the Trust and of
HBI) and after the end of each quarter therein, to forward a
financial statement to HBI stating the balance in the Trust
Fund at the beginning and end of the period, current period
contributions, investments and reinvestments, activities of
the Trust, the amount and nature of all payments including
final payments and those for claims management, legal
expenses, claims paid and the like, together with the Trust
Fund balance. The first financial statement will be for that
portion of the calendar quarter year extending from the date
of establishment of the Trust to the following March 31st.
The Trustee shall make such statements available for review
by any Beneficiary listed on Schedule A or a legal
representative thereof, upon advance written notice to the
Trustee and during the Trustee's regular business hours.
4.2 Trustee Powers.
(a) Exclusive Duties. The provisions of this Agreement set forth
exclusively the duties of the Trustee with respect to any
and all matters pertinent hereto and no implied duties or
obligations shall be read into this Trust Agreement against
the Trustee.
(b) Indemnity. The Trustee shall be indemnified and held
harmless by HBI against any and all costs, liabilities and
expenses (including expenses of litigation and counsel fees)
incurred by it with respect to payments made by reason of
any action or omission to act by the Trustee in good faith
under this Trust Agreement or otherwise incurred in good
faith by the Trustee, except such as arise from the
negligence or misconduct of the Trustee. The Trustee shall
be under no obligation to institute or defend any action,
suit or proceeding in connection with this Trust Agreement
unless first indemnified to its satisfaction. The Trustee
may consult counsel in respect of any question arising under
this Agreement and the Trustee shall not be liable for any
action taken or omitted in good faith upon advice of such
counsel.
(c) Reliance. The Trustee may conclusively rely upon and be
protected in acting upon any statement, certificate, notice,
request, consent, order or other document believed by it to
be genuine and to have been signed or presented by the
proper party or parties.
(d) To Employ Agents and Attorneys. The Trustee may select and
employ or retain such agents or attorneys as the Trustee
from time to time may deem necessary or advisable in
connection with the management and operation of the Trust
herein created, and pay the reasonable fees, commissions, or
salaries incurred on account thereof as an expense of
administration of the Trust.
(e) Compensation. The Trustee shall receive an annual
administrative fee of two hundred fifty dollars ($250) plus
seven-tenths of one percent (.7%) of the Trust assets,
valued as of December 31 of each year. Said fees shall be
paid by HBI or if HBI fails to so pay, said fee shall be
chargeable to, and constitute a direct charge against, the
Trust Fund. Fee schedules are subject to annual review and
adjustment, reasonably acceptable to both parties.
ARTICLE 5
DUTIES AND POWERS OF HBI
5.1 HBI Duties.
(a) Funding. HBI shall, contemporaneously with the execution of
this Agreement and in accordance with the Assignment
(Exhibit B), transfer to the Trustee $200,000 in cash, cash
equivalents or securities, as the initial funding of the
Trust. HBI in its discretion may make additional periodic
contributions of cash, cash equivalents or securities to the
Trust. Each such contribution shall be accompanied by an
Assignment (Exhibit B).
(b) Notification of Potential Claims. HBI shall notify the
Trustee of any potential claims by Beneficiaries as soon as
it is aware of such potential claims.
(c) Approval and Certification of Claims. The Board of Directors
of HBI shall appoint (1) a member or committee of said Board
(not including any director making a claim) or (2) special
independent legal counsel, to approve and certify claims of
certifying Beneficiaries pursuant to the provisions of this
Trust Agreement. Written notice of approval or denial of
each claim shall be given to the Beneficiary within 30 days
of receipt of the claim. If such appointed representative
rejects a claim as not within the indemnification provisions
of this Trust Agreement, the claimant may request in
writing, within 30 days of such denial, arbitration of the
claim as follows: The American Arbitration Association shall
be asked to appoint an arbitrator to rule on the matter in
accordance with its Commercial Arbitration Rules, as then in
effect. The decision of the Arbitrator shall be binding and
conclusive upon the parties and HBI shall pay the costs of
the arbitration, not including any costs of counsel for the
Beneficiary, unless the Beneficiary is successful in the
arbitration.
(d) Recordkeeping. HBI shall maintain records of all claims data
submitted by Beneficiaries for payment and shall make such
data available for inspection during regular business hours
by any Beneficiary.
(e) Authorized Representatives. HBI shall provide the Trustee
with a list of authorized representatives empowered to
instruct the Trustee as to all matters listed herein which
require instructions from an authorized representative of
HBI.
(f) Accounting. HBI shall provide the Trustee's year end
accounting statement to each Beneficiary and shall make all
accountings available for review by any Beneficiary or by
such Beneficiary's legal representative, upon advance
written notice to HBI and during HBI's regular business
hours.
5.2 HBI Powers.
(a) Insufficient Assets. Upon receipt of Notification of
Insufficient Assets by the Trustee in accordance with
subparagraph 4.1(e), HBI shall have the option to:
(i) Pay all or a portion of outstanding claims and
contribute a sum to the Trust Fund sufficient to enable
the Trust to continue in operation; or
(ii) Pay all or a portion of outstanding claims and
terminate the Trust according to the procedures set out in
paragraph 7.1(b); or
(iii) Seek payment from any insurer whose policy might cover
said claims; or
(iv) If it is unable to satisfy the claims under (i), (ii)
or (iii), not pay the claims and terminate the Trust in
accordance with paragraph 7.1(a).
(b) Insurance. Provided it has obtained Consent, HBI may direct
the Trustee to pay insurance premiums to a commercial
insurer for directors and officers liability insurance
premiums in accordance with subparagraph 4.1(g).
ARTICLE 6
RESIGNATION OR REMOVAL OF TRUSTEE
6.1 Resignation. The Trustee may resign from this Trust Agreement, and
thereby become discharged from the obligations hereby created other than its
duty to account, by notice in writing given to HBI no less than 60 days before
such resignation is to take effect, but such resignation shall take effect
immediately upon the substitution of a new trustee hereunder if such new trustee
shall be substituted before the time indicated by such notice and shall then
accept in writing the obligations thereof. If a successor trustee is not
appointed within said 60 days, the Trustee may petition any court of competent
jurisdiction to appoint a successor.
6.2 Removal. HBI may at any time, with Consent, remove the Trustee by
giving written notice to the Trustee, to be effective upon the substitution of a
new trustee hereunder. Such substitution, as evidenced by the written acceptance
of the successor trustee, shall occur no later than 60 days from the date of
notice of removal.
6.3 Successor Trustee Appointment. If, at any time hereafter the
Trustee shall resign, be removed, be dissolved or otherwise become incapable of
acting, or the bank or trust company acting as Trustee shall be taken over by
any governmental official, agency, department or board, the position of the
trustee shall thereupon become vacant. If the position of trustee shall become
vacant for any of the foregoing reasons or for any other reason, HBI shall
appoint a successor trustee to fill such vacancy, with Consent. Upon
substitution of the Trustee, a statement of accounts shall be rendered by the
Trustee to HBI.
6.4 Obligations on Change of Trustee. Every successor trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to HBI
an instrument in writing accepting such appointment hereunder, and thereupon
such successor trustee, without any further act, shall become fully vested with
all the rights, immunities, and powers, and subject to all of the duties and
obligations, of its predecessor; but such predecessor shall, nevertheless, on
the written request of its successor, and upon payment of the expenses, charges
and other disbursements of such predecessor which are payable pursuant hereto,
execute and deliver an instrument transferring to such successor trustee all the
rights, immunities and powers of such predecessor hereunder; and every
predecessor trustee shall deliver all property and monies held by it hereunder
to its successor. Should any instrument in writing from HBI be required by any
successor for more fully and certainly vesting in such trustee the rights,
immunities and powers hereby vested or intended to be vested in the predecessor
trustee, any such instrument in writing shall and will, on request, be executed,
acknowledged and delivered by HBI.
ARTICLE 7
EXTENSION, AMENDMENT AND TERMINATION OF TRUST
7.1 Extension, Amendment and Termination. Except as set forth in
subparagraphs (a), (b) and (c) below, this Trust Agreement shall be irrevocable,
including, without limitation, by HBI.
(a) Extension. The Trust term may be extended by HBI with Consent,
provided, however, that the Trust term shall not be extended
beyond 21 years after the death of the last surviving director
or officer serving as of the date of this Agreement.
(b) Amendment. The Trust Agreement may be amended by HBI, with the
consent of two-thirds of each class of Beneficiaries described
in paragraph 2.1(a), if needed at any time to bring it into
compliance with any applicable statutory or case law or
governmental regulations.
(c) Termination. This Trust Agreement may be terminated in
accordance with the provisions of this subparagraph.
(i) The Trust may be terminated at any time for the
following reasons:
(A) HBI is dissolved or liquidated as a corporate
entity; or
(B) Less than $50,000 in funds remains in the Trust
and HBI does not intend to further fund the
Trust; or
(C) There is a Change in Control of HBI defined as
follows:
(1) For purposes of this Article, "Change in
Control" shall mean a change in control
which would be required to be reported in
response to item 5(f) on Schedule 14A of
Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), whether or not HBI is
then subject to such reporting requirement,
including, without limitation, if:
(I) Any "person" (as such term is used
in Sections 13(d) and 14(d) of the
Exchange Act) becomes a "beneficial
owner" (as defined in Rule 13d-3
under the Exchange Act), directly
or indirectly, of securities of HBI
representing 30% or more of the
combined voting power of HBI's then
outstanding securities; or
(II) There ceases to be a majority of
the Board of Directors comprised of
individuals described in (III)
below.
(III) For purposes of this subsection
(1), "Board of Directors" shall
mean: (A) individuals who on the
effective date hereof constituted
the Board of HBI; and (B) any new
director who subsequently was
elected or nominated for election
by a majority of the directors who
held such office immediately prior
to a Change in Control.
(2) Change in Control shall also mean the
commencement of any insolvency proceeding by
or against HBI including the appointment of
a receiver.
(ii) The Trust may be terminated for a reason listed in (i)
in accordance with the following rules:
(A) If the Trust Fund contains less than $50,000 in
assets or if HBI is able to obtain liability
insurance for directors and officers covering
all acts up to the date of termination for six
years following termination, HBI may terminate
the Trust, provided it has obtained Consent. HBI
shall give 60 days advance written notice of
termination to the Trustee and to all
Beneficiaries.
(B) If Trust Fund assets total $50,000 or more, the
Trust shall go into frozen status for six years.
HBI shall give 60 days advance written notice of
frozen status to the Trustee and to all
Beneficiaries. Frozen status shall mean that no
new Beneficiaries will be added to Exhibit A.
During the six-year frozen status period, the
Trustee will pay duly certified claims which are
based upon acts or omissions occurring both
prior and subsequent to the date of notice of
frozen status. At such time as the Trust Fund is
depleted of all assets, the Trust shall
terminate, even if prior to the expiration of
the six-year period.
(iii) If this Trust Agreement has not terminated in accordance
with (i) and (ii) above by December 31, 2000, or if the
Trust term has not been extended in accordance with
paragraph 7.1(a), then the following rules shall apply:
(A) If the Trust Fund contains less than $50,000 in
assets as of December 31, 2000 or HBI obtains
Consent, then HBI may terminate the Trust as of
December 31, 2000, upon 60 days advance written
notice to all Beneficiaries and to the Trustee.
(B) If Trust Fund assets total $50,000 or more as of
December 31, 2000, the Trust shall go into
frozen status for six years as described in
subsection (ii) (B) above.
(iv) Upon termination of this Trust Agreement, any assets
remaining in the Trust Fund shall be distributed in the
following order of priority:
(A) To HBI; or
(B) If HBI is in voluntary or involuntary bankruptcy
as of that date, to the trustee in bankruptcy;
or
(C) If HBI shall have ceased to exist, then to the
successor thereto, or, if more than one
successor, then pro rata among such successors;
or
(D) If there is no successor thereto, then to the
HBI shareholders of record as of the date of
notice of termination or notice of frozen
status, whichever is applicable.
(E) If there are no shareholders, then to the State
of Minnesota.
ARTICLE 8
MISCELLANEOUS
8.1 Spendthrift Provision. The Trust principal and income shall not be
applied (a) to discharge the debts of HBI under any circumstances except as
specifically provided in this Trust Agreement to satisfy HBI's obligation to
indemnify its officers and directors, or (b) to discharge the debts of any
Beneficiary, except as specifically provided in this Agreement. No Beneficiary
shall have any power to sell, assign, transfer, encumber or in any other manner
to anticipate or dispose of his or her interest in the Trust, or the income
produced thereby, before distribution by the Trustee to said Beneficiary. Any
distribution from the Trustee to a Beneficiary shall be used to satisfy the
claims of creditors specified in the corresponding certificate submitted to the
Trustee by the Beneficiary. HBI shall have no power to sell, assign, transfer,
encumber or otherwise dispose of any Trust principal or interest, and no
creditor of HBI shall have any right to or claim against Trust income or
principal.
8.2 Binding Effect. This Trust shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors and assigns of all
parties hereto.
8.3 Representations. No representations or warranties have been made by
or shall be implied against or as to any party with respect to the facts or
transactions upon which this Trust Agreement is based. The Trustee is and shall
be independent.
8.4 Partial Invalidity. The invalidity or unenforceability of any
provision of this Trust Agreement shall not affect the validity or
enforceability of any other provision of this Trust Agreement, which shall
remain in full force and effect.
8.5 Construction. Nothing in this Trust Agreement shall be construed to
eliminate or modify the indemnification requirements of Minnesota law.
8.6 Complete Agreement. This Trust Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof, and no agreements or representations, verbal or otherwise, express or
implied, other than those set forth expressly in this Trust Agreement have been
made by any party hereto with respect to the subject matter hereof.
8.7 Notice. All certificates, notices, requests for Consent and
otherwise, demands, instructions to the Trustee and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
addressed and delivered or deposited in the United States mails by certified
mail, return receipt requested, postage prepaid, to the parties as follows:
Helix BioCore, Inc.
3905 Annapolis Lane
Plymouth, Minnesota 55447
Attention: Chief Executive Officer
Richfield Bank & Trust Co.
6625 Lyndale Avenue South
Richfield, Minnesota 55423
Attention: Trust Department
8.8 Governing Law. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Minnesota.
8.9 Execution. This Trust Agreement is executed in multiple copies,
each copy being an original counterpart and shall be deemed one and the same
instrument.
IN WITNESS WHEREOF, the Trustee and HBI have caused this Trust
Agreement to be signed as of the date and year first above written.
HELIX BIOCORE, INC.
By: /S/ M.A. Villafana
Its: Chairman and CEO
RICHFIELD BANK & TRUST CO.
By: /S/ Daniel E. Caswell
Its: Trust Officer
EXHIBIT A
NAMES AND ADDRESSES OF PAST AND PRESENT DIRECTORS AND OFFICERS
Manuel A. Villafana James F, Lyons
1482 Hunter Drive 1179 West Burke Avenue
Medina, MN 55391 Roseville, MN 55113
Richard W. Kramp
1285 Karth Lake Circle
Arden Hills, MN 55112
Charles F. Cuddihy, Jr.
16993 Chilton Hill Road
Minnetonka, MN 55345
John S. Salstrom
1250 W. Minnehaha Parkway
Minneapolis, MN 55419
John R. Holroyd
6905 Limerick Lane S.
Edina, MN 55435
Niguel O. Villarejos
1749 N. Farm Road
Long Lake, MN 55356
John H. Junghauer
12122 Everton Avenue N.
White Bear Lake, MN 55110
Howard C. Root
4128 Beard Avenue South
Minneapolis, MN 55410
Thierry Hermann
Fournitures Hospitalieres
Z.A. de Mulhouse-Heimabrunn
B.P. 9
68990 Heimsbrunn
FRANCE
David L. Boehnen
71 Otis Lane
St. Paul, MN 55104
Frank H. Voigt
5036 Belmont Avenue South
Minneapolis, MN 55419
Joel D. Hixson
225 Forest View Lane
Plymouth, MN 55441
EXHIBIT B
ASSIGNMENT
Helix BioCore, Inc., a Minnesota corporation ("HBI") hereby transfers
to Richfield Bank & Trust Co. (the "Trustee") the sum of Two Hundred Thousand
Dollars ($200,000) to be held by the Trustee pursuant to the Helix BioCore, Inc.
Self-Insurance Trust Agreement dated February 28, 1991 (the "Trust Agreement").
The Trustee undertakes to hold and invest the funds transferred hereby in
accordance with the terms of the Trust Agreement and to keep such funds separate
and free from any claim, interests or judgments of the Trustee or any person
claiming an interest through the Trustee.
Dated: March 18, 1991 HELIX BIOCORE, INC.
By: /S/ Howard C Root
Its: Secretary and General Counsel
RICHFIELD BANK & TRUST CO.
By: /S/ Daniel E. Caswell
Its: Trust Ofiicer