EXHIBIT 2.2
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS THIRD AMENDMENT ("Amendment") dated March 17, 2003 amends that certain
Agreement and Plan of Reorganization dated as of December 27, 2002 ("Agreement")
by and among ONEDENTIST RESOURCES, INC., a Colorado corporation ("Parent"),
ASHCROFT MERGER CORP., a Colorado corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), Gary A. Agron and Philip J. Davis, who are the principal
shareholders of Parent ("Parent Principal Shareholders") and ASHCROFT HOMES,
INC., a Colorado corporation ("Ashcroft"). Capitalized terms used herein which
are not separately defined shall have those meanings set forth in the Agreement.
ENTITIES AND DEFINITIONS
The parties to the Agreement desire to add the holders of all equity
interests in all of the following entities as parties to the Agreement, which
holders are identified below and on the signature page of this Amendment:
Absolute Construction Services, LLC, a Colorado limited liability company
("Absolute"), is owned by Richard Dean and William Watson and provides
construction management services to third parties. Richard Dean and William
Watson are sometimes collectively referred to herein, when referring to the
members of Absolute, as the "Absolute Members."
Ashcroft is owned by Richard Dean, Reagan Dean and certain vendors of
Ashcroft who became shareholders. Richard Dean and Reagan Dean own approximately
85% of the outstanding stock of Ashcroft and are sometimes referred to as the
"Ashcroft Principal Shareholders." The Ashcroft Principal Shareholders and the
remaining shareholders are sometimes collectively referred to herein as the
"Ashcroft Shareholders."
Peregrine Sanctuary, LLC, a Colorado limited liability company
("Peregrine"), is owned by Richard Dean and builds residential units in a
subdivision known as Pergrine at the Sanctuary in Colorado Springs. Richard Dean
is sometimes referred to herein, when referring to the member of Peregrine, as
the "Peregrine Member."
Stonegate Capital Corporation, a Delaware corporation ("Stonegate"), is
owned by Joseph Oblas, Peter Gonzalez and certain other individuals and entities
and owns a portfolio of loans secured by interests in real property located in
the State of Colorado. Oblas and Gonzalez own approximately 50% percent of the
stock of Stonegate and are sometimes referred to as the "Stonegate Principal
Shareholders." The Stonegate Principal Shareholders and the other shareholders
are sometimes collectively referred to herein, when referring to the
shareholders of Stonegate, as the "Stonegate Shareholders."
Tesoro Homes @ Tallyn's Reach, LLC, a Colorado limited liability company
("Tesoro"), is owned by Richard Dean and William Watson and builds residential
units in and near Arapahoe and Douglas Counties. Richard Dean and William Watson
are sometimes collectively referred to herein, when referring to the members of
Tesoro, as the "Tesoro Members."
West Gold Holdings, Inc., a Colorado corporation ("West Gold"), is owned by
Richard Dean and Reagan Dean and develops land for residential construction in
the State of Colorado. Richard Dean and Reagan Dean are sometimes collectively
referred to herein, when referring to the shareholders of West Gold, as the
"West Gold Shareholders."
Absolute, Peregrine and Tesoro are sometimes collectively referred to
herein as the "LLC Entities". The Absolute Members, Peregrine Member and Tesoro
Members are sometimes collectively referred to herein as the "LLC Members."
Ashcroft, Stonegate and West Gold are sometimes collectively referred to
herein as the "Corporate Entities". The Ashcroft Shareholders, the Stonegate
Shareholders and the West Gold Shareholders are sometimes collectively referred
to herein as the "Corporate Shareholders."
The LLC Entities and the Corporate Entities are sometimes collectively
referred to herein as the "Ashcroft Entities". The LLC Members and the Corporate
Shareholders are sometimes referred to herein as the "Equity Owners."
The LLC Members, the Ashcroft Principal Shareholders, the Stonegate
Principal Shareholders and the West Gold Shareholders are sometimes collectively
referred to herein as the "Principal Equity Owners."
The LLC Membership Interests and the Corporate Shares (hereinafter defined)
are sometimes collectively referred to herein as the "Equity Interests."
RECITALS:
The Recitals section of the Agreement is hereby replaced by the Entities
and Definitions set forth above, as well as the following revised Recitals:
When the Agreement was initially executed, it was contemplated by the
parties that Ashcroft would become a wholly-owned subsidiary of Parent through a
reverse-triangular merger with Merger Sub in accordance with the provisions of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as
amended (the "Code"). Prior to the closing of the proposed merger, it was
further contemplated that Ashcroft and the other Ashcroft Entities would
participate in a series of transactions whereby the other Ashcroft Entities
would become wholly owned subsidiaries of Ashcroft ("Roll-up Transactions"). The
intended resulting corporate structure of Parent, therefore, would have
established Ashcroft as a first tier subsidiary of Parent, and all other
Ashcroft Entities as second tier subsidiaries of Parent.
2
While Ashcroft and the other Ashcroft Entities were working to effectuate
the Roll-up Transactions, it was determined that a more advantageous way to
structure the transaction would be to effectuate an equity exchange between
Parent and the owners of all of the Ashcroft Entities. Therefore, the intended
new corporate structure will eliminate the proposed second tier of entities and
make all of the Ashcroft Entities first tier subsidiaries of Parent. It was also
determined that a portion of the consideration to be given to one or more of the
Equity Owners in return for their Equity Interests would be a certain amount of
the preferred stock of Parent.
The Principal Equity Owners desire to transfer their Equity Interests in
the Ashcroft Entities to Parent, the LLC Members to exchange their interests in
the LLC Entities ("LLC Membership Interests") for Exchange Shares and the
Ashcroft Principal Shareholders, Stonegate Principal Shareholders and West Gold
Shareholders their stock in the Corporate Entities ("Corporate Shares") for
Exchange Shares.
West Gold, with the consent of Parent, may negotiate agreements with
certain former secured creditors of West Gold to exchange their debt in West
Gold for equity in Parent, contemporaneously with closing of the Exchange.
In order to effectuate this new structure, the parties to the Agreement
desire to amend the Agreement to (1) eliminate the reverse-triangular merger
transaction in favor of a series of equity exchange transactions between Parent
and the Ashcroft Entities, (2) add the Principal Equity Owners of the Ashcroft
Entities as parties to the Agreement, (3) provide for the creation of Series A
and Series B Convertible Preferred Stock to be issued in connection with the
Exchange and (4) make other modifications as necessary to effectuate the new
desired structure.
NOW, THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of the Agreement as amended hereby, and the
covenants, conditions, representations and warranties hereinafter set forth, the
parties hereby agree as follows:
1. ASHCROFT MERGER CORP. is hereby removed as a party to the Agreement and all
references to "Merger Sub", its capital structure, its governing documents, or
any representation, warranty or covenant made by Merger Sub as they apply to
Merger Sub are hereby deleted; provided however that the term "Merger Sub" as
found in Section 5.1(a) and Section 5.3(e) is hereby replaced with the phrase
"the Ashcroft Entities".
2. ARTICLE I of the Agreement is hereby deleted in its entirety and replaced
with the following new ARTICLE I:
3
ARTICLE I
THE EXCHANGE
1.1 Issuance of Parent Shares in the Transactions.
--------------------------------------------------
At the Closing, and subject to the terms and conditions of the
Agreement, as amended hereby, Parent shall issue an aggregate of 12,954,060
shares of its no par value common stock ("Exchange Common Stock") and
1,350,000 shares of a newly created Series A Convertible no par value
Preferred Stock ("Exchange Preferred Stock") to the Equity Owners in
exchange for all Equity Interests owned beneficially or of record by the
Equity Owners. The Exchange Preferred Stock will be issued entirely to the
West Gold Shareholders and shall contain the terms and conditions described
in the form of Articles of Amendment to the Articles of Incorporation of
Parent, attached hereto as Exhibit 1.1 and incorporated herein by
reference. At the Closing and subject to the terms and conditions of the
Agreement as amended hereby, the Principal Equity Owners severally, but not
jointly, agree to exchange all of their respective Equity Interests for the
Exchange Shares (hereinafter defined) as more specifically provided for
below. The Exchange Common Stock and Exchange Preferred Stock are sometimes
collectively referred to herein as the "Exchange Shares."
(a) The LLC Interest Exchange Transactions.
-------------------------------------------
In consideration of the LLC Membership Interests to be
transferred by the LLC Members at Closing, Parent agrees to issue to
each LLC Member the number of Exchange Shares as is more specifically
set forth on Schedule 1.1, attached hereto and incorporated herein by
this reference. As a result of these LLC Interest Exchange
Transactions, the LLC Entities shall become wholly owned subsidiaries
of Parent, and the LLC Members shall become shareholders of Parent.
(b) The Stock Exchange Transactions.
------------------------------------
In consideration of the Corporate Shares to be transferred by the
Corporate Shareholders to Parent at Closing, Parent agrees to issue to
each Corporate Shareholder the number of Exchange Shares as is more
specifically set forth on Schedule 1.1, attached hereto and
incorporated herein by this reference. As a result of these Stock
Exchange Transactions, the Corporate Entities shall become wholly
owned subsidiaries of Parent, and the Corporate Shareholders shall
become shareholders of Parent.
(c) Reverse Stock Split.
------------------------
The share amounts to be issued by ODRI in the Exchange and set
forth above and in Schedule 1.1 contemplate and have been adjusted for
a one for three and one-half (1:3.5) reverse split of all outstanding
common stock of ODRI as proposed in its Preliminary Proxy filed with
the SEC on March 7, 2003. It is anticipated that the reverse split
will be effective on March 31, 2003, the proposed closing date of the
Exchange (defined below) and date of the ODRI shareholders' meeting.
If for any reason, the reverse split is not effective on the date of
closing of the Exchange, then the share amounts set forth above shall
be revised such that the total number of shares to be issued by ODRI
to the Equity Owners of the Ashcroft Entities shall be equal to 90% of
the number of shares issued and outstanding after closing.
4
(d) Tax Aspects.
----------------
For federal income tax purposes, it is intended that all the
Exchange Transactions shall qualify for tax-free treatment pursuant to
Section 351 of the Code.
1.2 Closing and Effective Date.
-------------------------------
Subject to the provisions of this Agreement, and satisfaction of the
conditions to closing, the parties shall hold a closing (the "Closing") on
March 31, 2003 at the offices of Dufford & Brown, P.C., 1700 Broadway,
Suite 1700, Denver 80290 or at such other date and place as the parties
hereto may agree (the "Closing Date").
1.3 Conversion and Cancellation of Shares in the Stock Exchange
----------------------------------------------------------------------
Transactions.
-------------
As of the Closing Date, by virtue of the Stock Exchange Transactions
and without any action on the part of Parent or the Corporate Shareholders,
each issued and outstanding share of capital stock of the Corporate
Entities which was issued and outstanding before the Stock Exchange
Transactions shall be converted into the right to receive a share of the
Exchange Shares, with the result that after the Closing Date, the Corporate
Shareholders shall become holders of Parent stock, and the Corporate
Entities shall become wholly owned subsidiaries of Parent. All such
converted shares of each Corporate Entity except one shall no longer be
outstanding and shall automatically be canceled and retired and shall cease
to exist. Parent shall own one share of each of the Corporate Entities.
1.4 Conversion of Certain West Gold Debt.
-----------------------------------------
Also at the Closing, and subject to the terms of the Agreement, Parent
may issue an aggregate of 200,000 shares of a newly created Series B
Convertible no par value Preferred Stock ("Series B Preferred Stock") to
the individuals and entities listed on Schedule 1.4 and incorporated herein
by reference. The terms and conditions of the Series B Preferred Stock are
contained in the form of Articles of Amendment to the Articles of
Incorporation attached hereto as Exhibit 1.4 and incorporated herein by
reference, which may be filed if the Series B Preferred Stock is issued.
3. All references to the term "Merger Shares" in the Agreement are hereby
deleted and replaced by the term "Exchange Shares".
4. All references to the term "Merger" in the Agreement are hereby deleted
and replaced by the term "Exchange".
5. All references to the term "Effective Time" in the Agreement are hereby
deleted and replaced by the term "Closing Date".
6. All references to the term "Articles of Merger", as well as the language
in which each term is used, in the Agreement are hereby deleted in their
entirety.
5
7. The representations and Warranties of Parent and the Parent Principal
Shareholders made in Section 2.1 of the Agreement are hereby restated in their
entirety to each of the Equity Owners.
8. The term "Ashcroft" as it appears in the last sentence of Section 2.1(n)
of the Agreement is hereby deleted and replaced by the term "Parent".
9. Sections 2.2(a)(ii) and 2.2(a)(iii) of the Agreement are hereby deleted
in their entireties. Also, Ashcroft has delivered to Parent its unaudited,
consolidated, condensed financial statements (with adjustments showing the
proforma adjustments that would be necessary to consolidate the other Ashcroft
Entities) at December 31, 2002 and for the year then ended. The financial
statements in the form delivered to Parent are attached to this Amendment as
Exhibit 9 and incorporated herein by reference. Ashcroft represents that those
financial statements have been prepared from the books and records of Ashcroft
and the other Ashcroft Entities based on accounting principles consistently
applied, and fairly present the consolidated financial position of the Ashcroft
Entities as of that date and the consolidated results of operations for the
period then ended. Parent acknowledges that it has received those financial
statements and waives its right to terminate the Agreement based solely on the
financial statements.
10. The following new Section 2.3 is hereby added to ARTICLE II of the
Agreement:
2.3 Representations and Warranties of Principal Equity Owners to
----------------------------------------------------------------------
Parent.
-------
Each Principal Equity Owner, severally and not jointly, hereby
represents and warrants to Parent with respect to himself or herself or any
Ashcroft Entity in which he or she owns any Equity Interests, as follows:
(a) Authority.
---------------
Each Principal Equity Owner has full power and authority to
execute, deliver and perform this Agreement. This Agreement has been
duly and validly executed and delivered by each Principal Equity
Owner, and is the valid and binding obligation of each Principal
Equity Owner, enforceable against each Principal Equity Owner in
accordance with its terms, except as enforceability may be affected by
bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance and other laws affecting the rights of creditors generally,
and by general equitable principles, whether enforcement is sought in
an action at law or in equity.
(b) Organization and Qualification of Ashcroft Entities.
--------------------------------------------------------
Each Ashcroft Entity is duly organized, validly existing and in
good standing under the laws of its respective state of organization.
Each Ashcroft Entity is properly qualified as a foreign entity in all
other jurisdictions as required by the nature of its business, except
where the failure to so qualify would not have a material adverse
effect on any Ashcroft Entity. Each Ashcroft Entity has full power to
own all of its properties and to carry on its business as it is now
being conducted.
6
(d) Capitalization and Ownership of the Ashcroft Entities.
----------------------------------------------------------
The capitalization of each Ashcroft Entity is accurately
identified on Schedule 1.1, attached hereto and incorporated herein by
reference. Such Equity Interests identified on the Schedule represent
all of the outstanding equity interests of the Ashcroft Entities. Each
Principal Equity Owner is the record owner of the Equity Interests set
forth after such Equity Owner's name on Schedule 1.1, beneficially and
of record, free and clear of all liens and encumbrances of any type.
Upon delivery to Parent of the stock certificate or other
representative document for such Equity Interests, and any related
assignment documentation pursuant to the terms of this Agreement, for
the consideration provided for herein, Parent will be vested with full
right and title to such Equity Interests and all incidents of
ownership thereof, free and clear of all liens and encumbrances of any
type, and there shall be no outstanding Equity Interests of the
Ashcroft Entities other than those owned by Parent. Such Equity
Interests are not subject to, or bound or affected by, any proxies,
voting agreements or other restrictions on the incidents of ownership
thereof. All of such Equity Interests have been duly authorized, are
fully paid and nonassessable and are lawfully owned of record and
beneficially by the Equity Owners as set forth on Schedule 1.1.
(e) Restricted Parent Shares.
-----------------------------
The Principal Equity Owners acknowledge that the Exchange Shares
will not be registered under the Securities Act, but will be issued
pursuant to an exemption from such registration requirements based
upon representations and warranties made by the Equity Owners.
Accordingly, the Exchange Shares will constitute "restricted
securities" for purposes of the Securities Act and applicable state
securities laws and Equity Owners will not be able to transfer such
Exchange Shares except upon compliance with the registration
requirements of the Securities Act and applicable state securities
laws or an exemption therefrom. The Principal Equity Owners further
acknowledge that the certificates evidencing the Exchange Shares will
contain a legend to the foregoing effect and the Equity Owners shall
deliver at Closing an Investment Letter in substantially the form of
Exhibit 4.2 hereto acknowledging the fact that the Exchange Shares are
restricted securities and agreeing to the foregoing transfer
restrictions.
(f) Compliance with Other Agreements.
-------------------------------------
To the best knowledge of the Principal Equity Owners, and except
as is otherwise disclosed on Schedule 2.3(f), neither the execution of
this Agreement nor the consummation of the Transactions provided for
herein will result or be likely to result after passage of time or
otherwise in the breach or violation of, or create a default under,
any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, agreement, contract or other
instrument or obligation to which any of the Ashcroft Entities is a
party or by which any of their respective assets are bound, nor will
such execution and consummation permit any third party to terminate
any lease, contract, agreement or other instrument to which any of the
Ashcroft Entities is a party nor accelerate the maturity of any
indebtedness or other obligations of any of the Ashcroft Entities in
such a manner as to have a materially adverse effect on any of the
Ashcroft Entities or Parent
7
(g) No Violation of Law.
------------------------
To the best knowledge of the Principal Equity Owners, neither the
execution of this Agreement nor the consummation of the Transactions
provided for herein will conflict with, constitute or result in a
breach or violation of, any judgment, decree, arbitration order, law
or regulation, government policy or other legal condition which might
prevent material performance of this Agreement or the Transactions by
the Equity Owners or the Ashcroft Entities.
(h) Litigation.
---------------
To the best knowledge of the Principal Equity Owners, and except
as set forth in Schedule 2.3(h) or routine matters incident to the
normal operation of its business, there is no action, suit,
proceeding, claim or investigation pending against any of the Ashcroft
Entities before any federal, state, municipal, foreign or other court
or administrative agency, department, board or instrumentality that,
if concluded adversely to any Ashcroft Entity, would have a material
adverse effect.
(i) Brokers.
------------
No person or entity has or will have, as a result of any act by
any Principal Equity Owner or any of the Ashcroft Entities, any right,
interest or valid claim against or upon Parent or any of the Ashcroft
Entities for any commission, fee or other compensation as a finder or
broker, or in any similar capacity, in connection with the
transactions contemplated by this Agreement.
11. (a) Section 4.1 is hereby deleted in its entirety and replaced with the
following new Section 4.1:
4.1 Corporate Shareholder Approval.
-----------------------------------
To the extent required, the Ashcroft Principal Shareholders and the
Stonegate Principal Shareholders agree to cause the proposed Stock Exchange
Transaction to be submitted to their respective shareholders for approval
in accordance with the provisions of the CBCA and the Delaware General
Corporation Law, and to recommend to their respective shareholders the
approval of the Stock Exchange Transaction. It is specifically agreed by
Parent, the Corporate Entities, the Principal Ashcroft Shareholders, the
Principal Stonegate Shareholders, and the West Gold Shareholders that the
Stock Exchange Transaction is to be considered a voluntary exchange of
shares as contemplated by CBCA Section 7-111-102(4), and therefore no
articles of share exchange will be prepared or filed with the Colorado
Secretary of State. Notwithstanding the foregoing, if it is determined at
any time in the future by any party to the Stock Exchange Transaction that
articles of share exchange were in fact required to effectuate the Stock
Exchange Transaction, Parent, the Corporate Entities, the Principal
Ashcroft Shareholders, the Principal Stonegate Shareholders, and the West
Gold Shareholders agree to take all action and execute all documentation
required to effectuate the Stock Exchange Transaction.
(b) A new section 4.12 is hereby added to the Agreement to read
in its entirety as follows:
8
4.12 Parent Shareholder Meeting.
--------------------------------
Parent agrees to convene a meeting of its shareholders to consider and
vote upon a reverse split of its outstanding common stock and to amend its
Articles of Incorporation to change its name to "Ashcroft Homes
Corporation" and to revise provisions of its Articles regarding certain
terms of its preferred stock. The terms of the reverse stock split and the
proposed amendment to its Articles of Incorporation are set forth in a
preliminary proxy filed with the SEC on March 7, 2003. The meeting is
tentatively scheduled for March 31, 2003. Parent agrees that its Board of
Directors will recommend the proposals to its shareholders, mail the proxy
materials to its shareholders at the earliest practical date, file the
definitive proxy materials with the SEC and that the Board shall do
everything reasonable in its power to hold the meeting as scheduled. Parent
also agrees to file a certificate of correction with the Colorado Secretary
of State to revise the number of shares that it is authorized to issue to
25,000,000 as the parties agree is probably accurate. In the event that the
Parent cannot hold the shareholders' meeting as scheduled, it will notify
Ashcroft in writing at the earliest possible date and take such other
action as may be necessary to postpone and/or reschedule the meeting in
order to meet the Closing Date.
12. The opening phrase of Section 5.2(a) which reads "The representations
and warranties of Ashcroft set forth ..." is hereby revised to read "The
representations and warranties of Ashcroft and the Principal Equity Owners set
forth..."
13. The phrase "Ashcroft shareholders" in Section 5.2(d) is hereby deleted
and replaced by the term "Equity Owners".
14. The conditions to the obligations of Ashcroft found in Section 5.3 are
hereby amended to be conditions to the obligations of Ashcroft and the Equity
Owners, and the term "Equity Owners" is hereby added to all portions of Section
5.3 that refer to "Ashcroft".
15. Section 5.3(c)(i) is hereby deleted in its entirety and replaced with
the following new Section 5.3(c)(i): "(i) an opinion that the Transaction has
been approved by all requisite action of Parent and its shareholders".
16. The condition set forth in Section 5.3(j) of the Agreement is hereby
revised to provide that it shall be a condition to the obligation of Ashcroft or
any other Ashcroft Entity to close that no Ashcroft Corporate Entity shall have
received notice of dissent from any shareholder.
17. Section 6.1 is hereby amended to add the Equity Owners as Ashcroft
Indemnified Parties.
18. Section 7.1 and Section7.2 are hereby deleted in their entireties and
replaced with the following new Section 7.1 and Section 7.2:
9
7.1 Termination.
----------------
This Agreement may be terminated at any time prior to the Closing
Date:
(a) by consent of all of the parties;
(b) by any party if there has been a material breach of any
representation, warranty, covenant or agreement on the part of the
other set forth in this Agreement which breach has not been cured
within five business days following receipt by the breaching party of
notice of such breach, or if any federal or state court of competent
jurisdiction or other Governmental Entity shall have issued an order,
decree or ruling, or taken any other action permanently restraining,
enjoining or otherwise prohibiting the Transactions, and such order,
decree, ruling or other action shall have become final and
non-appealable; or
(c) by any party if the Transactions shall not have been
consummated before April 15, 2003.
7.2 Effect of Termination.
--------------------------
In the event of termination of this Agreement by any party as provided
in Section 7.1, this Agreement shall forthwith become void and there shall
be no liability or obligation on the part of any party hereto; provided,
however, that nothing in this Section 7.2 shall relieve any party to this
Agreement of liability for any willful or intentional breach of this
Agreement. Except as provided in Section 6.3, all costs and expenses
incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.
19. Section 8.2 is hereby amended to include the addresses and fax numbers
of all of the undersigned individual Principal Equity Owners as reflected under
each of their respective signature blocks.
20. Parent shall cause to be filed on or before the date of closing its
Annual Report on Form 10-KSB for the year ended December 31, 2002 with all
required financial statements and in a form in accordance with the rules and
regulations of the Commission.
21. It is expressly understood that the Equity Owners who are not Principal
Equity Owners and who have not signed below are third-party beneficiaries to the
Agreement, as amended hereby.
22. All terms, conditions and obligations under the Agreement which are not
expressly changed by this Amendment shall remain in full force and effect. In
the event of any contradiction between the terms of this Amendment and the terms
of the Agreement, the terms of this Amendment shall supersede and prevail.
[Signatures to Follow]
10
IN WITNESS WHEREOF, this Amendment has been signed by the parties set forth
below as of the date set forth above.
ASHCROFT HOMES, INC. ONEDENTIST RESOURCES, INC.
By: /s/ Richard O. Dean By: /s/ Philip J. Davis
---------------------------- ----------------------------------------
Richard O. Dean, President Philip J. Davis, Chief Executive Officer
ASHCROFT MERGER CORP.
By: /s/ Philip J. Davis
----------------------------------------
Philip J. Davis, President
PARENT PRINCIPAL SHAREHOLDERS
/s/ Gary A. Agron
----------------------------------------
Gary A. Agron
/s/ Philip J. Davis
----------------------------------------
Philip J. Davis
PRINCIPAL EQUITY OWNERS:
/s/ Richard O. Dean /s/ Reagan Dean
- -------------------------------- --------------------------------
Richard O. Dean Reagan Dean
Address: Address:
------------------------ ------------------------
------------------------ ------------------------
------------------------ ------------------------
Fax: Fax:
---------------------------- --------------------------------
/s/ Joseph A. Oblas /s/ William Watson
- -------------------------------- --------------------------------
Joseph A. Oblas William Watson
Address: Address:
------------------------ ------------------------
------------------------ ------------------------
------------------------ ------------------------
Fax: Fax:
---------------------------- --------------------------------
/s/ Peter C. Gonzalez
- --------------------------------
Peter C. Gonzalez
Address:
------------------------
------------------------
------------------------
Fax:
----------------------------
11