EXECUTION VERSION
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT (this " Second Amendment") is made as of the 22nd
day of June, 2004, by and among American Payment Holdco, Inc., a Delaware
corporation ("Holdco"), CheckFree Corporation, a Delaware corporation
("CheckFree" and together with Holdco, the "Buyer Entities"), UIL Holdings
Corporation, a Connecticut corporation (the "Parent") and United Resources,
Inc., a Connecticut corporation (the "Seller" and together with the Parent, the
"Seller Entities"). The Buyer Entities and the Seller Entities are sometimes
collectively referred to in this Second Amendment as the "Parties")
WHEREAS, the Seller Entities and CheckFree previously entered into a
Stock Purchase Agreement, dated as of December 16, 2003 (as amended from time to
time, the "Agreement");
WHEREAS, CheckFree assigned all of its rights and obligations under the
Agreement to Holdco upon the terms and subject to the limitations set forth in
that certain Assignment Agreement dated as of February 19, 2004;
WHEREAS, the Parties previously entered into a First Amendment to Stock
Purchase Agreement, dated as of April 19, 2004;
WHEREAS, unless otherwise defined in this Second Amendment, all
capitalized terms used in this Second Amendment shall have the meanings set
forth in the Agreement; and
WHEREAS, the Parties wish to amend the Agreement pursuant to the terms
of this Second Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
1. DEFINED TERMS.
-------------
(a) The defined term "Buyer" in the Agreement shall mean Holdco and
CheckFree collectively, including, without limitation, in connection with
covenants and indemnification obligations of the Buyer and obligations of the
Seller Entities to the Buyer; PROVIDED, HOWEVER, that "Buyer" shall mean each of
Holdco and CheckFree in connection with representations of the Buyer in Section
3(b) of the Agreement.
(b) Article 1 of the Agreement is hereby amended by deleting the
defined term "Independent Accountant" and replacing it with the following:
"Independent Accountant" means a firm of independent certified
public accountants mutually acceptable to the Parties."
(c) Article 1 of the Agreement is hereby amended by adding each of the
following defined terms in the appropriate place in the alphabetical order of
defined terms listed therein:
"Age Claims" means any claims of age discrimination made by either
of B. Corey Stone, Jr. or Donna M. Estelle in connection with acts
or omissions occurring during the period between April 28, 2004
and the Closing Date.
"Bonus Payments" has the meaning set forth in Section 6(e)(viii).
"Bonus Recipients" has the meaning set forth in Section 6(e)(viii).
"Excess Social Security Tax Liability" has the meaning set forth
in Section 6(e)(vii).
"Excess Social Security II Tax Liability" has the meaning set forth
in Section 6(e)(viii).
"First Amendment" means that certain First Amendment to Stock
Purchase Agreement, dated as of April 19, 2004, by and among the
Parties.
"Medicare Tax Liability" has the meaning set forth in
Section 6(e)(vii).
"Medicare II Tax Liability" has the meaning set forth in
Section 6(e)(viii).
"Phantom Payments" " has the meaning set forth in
Section 6(e)(vii).
"Phantom Schedule" has the meaning set forth in
Section 6(e)(vii).
"Rocheleau" has the meaning set forth in the First Amendment.
"Superintendent" has the meaning set forth in Section 2(b)(iv).
"Termination Liabilities" has the meaning set forth in the
First Amendment.
2. BILLMATRIX.
-----------
(a) Article 1 of the Agreement is hereby amended by adding the
following sentence to the end of the definition of "Divested Items" appearing
therein:
"Notwithstanding the foregoing, the Divested Items shall not
include any assets or liabilities relating to the two
Marketing Agreements between the Company and BillMatrix
Corporation, each dated as of January 2001."
(b) Section 5(j) of the Disclosure Schedule is hereby amended by
deleting reference therein to the two Marketing Agreements between the Company
and BillMatrix Corporation, each dated as of January 2001.
3. PURCHASE PRICE ADJUSTMENT.
--------------------------
Section 2(b)(ii) and Section 2(b)(iii) of the Agreement are hereby
amended by deleting those sections in their entirety and replacing them with the
following:
"(ii) POST CLOSING ADJUSTMENTS. As soon as practicable, but no
later than sixty (60) days after the Closing Date, the Seller
shall deliver to the Buyer an audited balance sheet of the
Company as of the close of business on the Closing Date (the
"Closing Date Balance Sheet") in substantially the form of the
September Balance Sheet attached hereto as Section 2(b)(ii) of
the Disclosure Schedule. The Closing Date Balance Sheet shall
include a calculation of the net working capital of the
Company as of the close of business on the Closing Date (the
"Closing Date Net Working Capital") which shall be made, and
presented on the Closing Date Balance Sheet, in the same
manner as the calculation of the September Net Working Capital
is made and presented on the September Balance Sheet attached
hereto as Section 2(b)(ii) of the Disclosure Schedule. The
Closing Date Balance Sheet shall be prepared in accordance
with GAAP, as modified by the accounting principles used in
preparing the September Balance Sheet (as reflected in Section
2(b)(ii) of the Disclosure Schedule). For the avoidance of
doubt, the calculation of the September Net Working Capital
does not, and the calculation of the Closing Date Net Working
Capital shall not, include (i) any of the assets or
liabilities identified in columns (B) through (E) of the
September Balance Sheet attached hereto as Section 2(b)(ii) of
the Disclosure Schedule, (ii) any assets or liabilities with
respect to the Company's obligations under the American
Payment Systems, Inc. 2001 Phantom Stock Plan and the Seller
Entities' reimbursement thereof pursuant to Section 6(e)(vii)
of this Agreement, so long as the related receivable of the
Company from the Seller Entities and the corresponding
liability are equal and are both reflected on the Closing Date
Balance Sheet or (iii) any assets or liabilities with respect
to the Company's obligation in respect of the bonuses
described in Section 6(e)(viii) of this Agreement and the
Seller Entities' reimbursement thereof pursuant to such
section, so long as the related receivable of the Company from
the Seller Entities and the corresponding liability are equal
and are both reflected on the Closing Date Balance Sheet. The
Seller shall also make available to the Buyer copies of all
work papers and other documents and data as were used to
prepare the Closing Date Balance Sheet (and any items therein)
and the Closing Date Net Working Capital calculation. The
Buyer shall have the right to dispute the Closing Date Balance
Sheet (and any items therein) and the Closing Date Net Working
Capital calculation and make any proposed adjustments thereto
as provided in Section 2(b) (iii) hereto.
(A) If the Closing Date Net Working Capital
is more than the September Net Working Capital (such
surplus being a "Net Working Capital Surplus"), then
the Buyer shall, subject to Section 2(b) (iii),
deliver to the Seller cash in an amount equal to such
Net Working Capital Surplus, if any, within ten (10)
days of receipt of the Closing Date Balance Sheet; or
(B) If the Closing Date Net Working Capital
is less than the September Net Working Capital (such
shortfall being a "Net Working Capital Shortfall"),
then the Seller shall, subject to Section 2(b) (iii),
deliver to the Buyer cash in an amount equal to such
Net Working Capital Shortfall, if any, within ten
(10) days of delivery of the Closing Date Balance
Sheet.
(iii) DISPUTE RESOLUTION PROCEDURES. The Buyer shall have
until ten (10) days after the delivery of the Closing Date
Balance Sheet to review the calculation set forth therein and
propose any adjustments thereto. All adjustments proposed by
the Buyer shall be set out in detail in a written statement
delivered to the Seller (an "Adjustment Statement") and shall
be incorporated into the Closing Date Balance Sheet, unless
the Seller shall object in writing to such proposed
adjustments within ten (10) days of receipt of the Adjustment
Statement (the proposed adjustment or adjustments to which
either Party objects are referred to herein as the "Contested
Adjustments" and the objection notice is referred to herein as
the "Contested Adjustment Notice"). If the Seller delivers a
Contested Adjustment Notice, the Seller and the Buyer shall
attempt in good faith to resolve their dispute (a "Contested
Adjustment Dispute") regarding the Contested Adjustments, but
if a final resolution thereof is not obtained within ten (10)
days after delivery of said Contested Adjustment Notice, the
Independent Accountant shall resolve any remaining disputes
concerning the Contested Adjustments. If the Independent
Accountant is requested to resolve a Contested Adjustment
Dispute, then (A) the Buyer and the Seller shall each submit
to the Independent Accountant in writing, not later than ten
(10) days after the Independent Accountant is retained for
such purpose, their respective positions with respect to the
Contested Adjustments, together with such supporting
documentation as they deem necessary or as the Independent
Accountant reasonably requests, and (B) the Independent
Accountant shall, within ten (10) days after receiving the
positions of both the Buyer and the Seller and all
supplementary supporting documentation requested by the
Independent Accountant, render its decision as to the
Contested Adjustments, which decision shall be final and
binding on, and non-appealable by, the Parties. The fees and
expenses of the Independent Accountant related to the
resolution of Contested Adjustments shall be paid by the Party
whose estimate of the Closing Date Net Working Capital is
farthest from the Independent Accountant's final calculation
of the Closing Date Net Working Capital. The decision of the
Independent Accountant shall also include a certificate of the
Independent Accountant setting forth the final Closing Date
Net Working Capital calculation. The Closing Date Balance
Sheet shall be deemed to include all proposed adjustments not
disputed by either Party and those adjustments accepted or
made by the decision of the Independent Accountant in
resolving the Contested Adjustments."
4. CLOSING DISTRIBUTIONS; REPAYMENT OF INTER-COMPANY DEBT.
-------------------------------------------------------
(a) Section 2(b)(iv) of the Agreement is hereby amended by deleting the
second sentence thereof and replacing it with the following:
"Without limiting the generality of the foregoing, the Parties
acknowledge that on May 25, 2004, the Seller Entities made a
capital contribution to the Company of $20 million in order to
satisfy regulatory requirements imposed by the Superintendent
of Banks of the State of New York (the "Superintendent"), and
Buyer agrees that (A) immediately prior to Closing, Seller
will cause the Company to distribute any net remaining balance
of such amount to Seller and (B) immediately after Closing,
Buyer shall make a capital contribution of such amount to the
Company, as required by the Superintendent. Seller Entities
represent that they have complied with their commitments to
the Superintendent, as outlined in the letter dated June 3,
2004 from Carol Van Cleef to the Superintendent, as the same
may be amended as agreed to by the Parties and the
Superintendent. The Buyer agrees that if there is any
inter-company debt outstanding as of the Closing, then the
Buyer shall cause the Company to repay the amount of such debt
to the Parent not later than five (5) days after the Closing
Date. For the avoidance of doubt, inter-company debt shall
include any amounts of the type listed on the September
Balance Sheet under the line item entitled "URI ASSOC."
(listed as Three Million Five Hundred Ten Thousand Six Hundred
and Seventy Nine Dollars and Fifty Cents ($3,510,679.50) on
the September Balance Sheet). The amount of inter-company debt
shall be determined as of the Closing by the Chief Financial
Officers of the Company and the Seller and shall be set forth
on a certificate to be delivered to the Buyer at the Closing."
5. CLOSING.
--------
Section 2(c) of the Agreement is hereby amended by adding the following
sentence to the end of such section:
"For the purposes of passage of title and risk of loss,
allocation of expenses, adjustments and other economic or
financial effects of the transaction contemplated hereby, the
Closing shall be deemed to have occurred at 11:59 p.m. local
time on the Closing Date."
6. CREDIT FACILITY.
----------------
Section 5(c) of the Agreement is hereby amended by deleting the
following text from the first sentence thereof: "; and PROVIDED, FURTHER, that
the Seller may cause the Company to establish a credit facility with a
nationally recognized financial institution pursuant to documentation reasonably
acceptable to the Buyer and borrow funds thereunder for working capital purposes
or to repay all or some of any inter-company indebtedness".
7. PHANTOM STOCK PLAN.
-------------------
Section 6(e)(vii) of the Agreement is hereby amended and restated in
its entirety as follows:
"(vii) As soon as practicable after the determination of the
Purchase Price pursuant to Section 2(b)(ii) above, the Seller
Entities shall (A) calculate the amount that is due and
payable to each participant under the American Payment
Systems, Inc. 2001 Phantom Stock Plan (individually a
"participant" and collectively the "participants") as a result
of the transactions contemplated by this Agreement and the
related cancellation of such plan (individually, a "Phantom
Payment" and collectively for all participants, the "Phantom
Payments"), (B) deliver to the Company a written schedule of
all such Phantom Payments (broken down by participant) (the
"Phantom Schedule"), (C) deliver to the Company an amount
equal to the aggregate amount of all Phantom Payments by wire
transfer of immediately available funds to an account
designated by the Company, and (D) assist the Company in
creating a spreadsheet to calculate applicable employer
payroll tax liabilities, including a separate calculation for
each participant of the applicable medicare tax and the
applicable social security tax associated with each individual
Phantom Payment. The aggregate applicable employer payroll tax
liability in respect of medicare is hereinafter referred to as
the "Medicare Tax Liability". The Parties acknowledge that the
applicable employer payroll tax liability in respect of social
security is subject to an annual limit (e.g. 6.2% of $87,900
for the year ended December 31, 2004) and agree that Seller
Entities will not be required to provide to Buyer an amount
for social security tax liability greater than the difference
between (x) $5,450 minus (y) the amount that would otherwise
be due on a participant's regular earnings between January 1,
2004 and December 31, 2004 (not taking into account Phantom
Payments or Bonus Payments, as defined below). The Parties
will together determine, by participant, the amount of social
security taxes payable (due to the applicable Phantom Payment)
that exceeds the amount of the projected social security tax
due on regular earnings by such participants from January 1,
2004 through December 31, 2004 (not taking into account
Phantom Payments or Bonus Payments, as defined below) (such
aggregate excess amount shall be referred to hereinafter as
the "Excess Social Security Tax Liability"). Promptly after
the Seller Entities and the Company have agreed to such
spreadsheet, the Seller Entities shall deliver to the Company
an amount equal to the sum of the Medicare Tax Liability and
the Excess Social Security Tax Liability by wire transfer of
immediately available funds to an account designated by the
Company. Promptly after receipt of such amounts, the Company
shall pay, and the Buyer shall cause the Company to pay, each
participant included in the Phantom Schedule, the amount to
which he or she is entitled (as determined by the Seller
Entities in accordance with the Phantom Schedule), net of
applicable withholding and payroll taxes (as determined in
accordance with the heretofore described spreadsheet).
8. RETENTION BONUSES.
------------------
(a) Section 6(e) of the Agreement is hereby amended by adding the
following paragraph (viii):
"(viii) No later than ninety (90) days following the Closing,
the Seller Entities shall deliver to the Company an aggregate
amount equal to the sum of (x) $2,140,000, plus (y) the
amounts due to Todd Lasher and Michael Gray pursuant to the
letter agreements listed on Schedule 6(e)(viii), by wire
transfer of immediately available funds to an account
designated by the Company, which represents bonuses to be paid
to those persons listed in Section 6(e)(viii) of the
Disclosure Schedule (the "Bonus Recipients"), in the amounts
set forth beside each such person's name thereon
(individually, a "Bonus Payment" and collectively, the "Bonus
Payments"). The Seller Entities shall promptly thereafter
assist the Company in creating a spreadsheet to calculate
applicable employer payroll tax liabilities, including a
separate calculation for each Bonus Recipient of the
applicable medicare tax and the applicable social security tax
associated with each Bonus Payment. The aggregate applicable
employer payroll tax liability in respect of medicare is
hereinafter referred to as the "Medicare II Tax Liability".
The Parties acknowledge that the applicable employer payroll
tax liability in respect of social security is subject to an
annual limit (e.g. 6.2% of $87,900 for the year ended December
31, 2004) and agree that Seller Entities will not be required
to provide to Buyer an amount for social security tax
liability greater than the difference between (x) $5,450 minus
(y) the amount that would otherwise be due on a Bonus
Recipient's regular earnings between January 1, 2004 and
December 31, 2004 (not taking into account Phantom Payments or
Bonus Payments). The parties will together determine, by Bonus
Recipient, the amount of social security taxes payable (due to
the applicable Bonus Payment) that exceeds the amount of the
projected social security tax due on regular earnings by such
Bonus Recipients, from January 1, 2004 through December 31,
2004 and on any Phantom Payments (not taking into account
Bonus Payments) (such aggregate excess amount referred to
hereinafter as the "Excess Social Security II Tax Liability").
Promptly after the Seller Entities and Company have agreed to
such spreadsheet, the Seller Entities shall deliver to the
Company an amount equal to the sum of the Medicare II Tax
Liability and the Excess Social Security II Tax Liability by
wire transfer of immediately available funds to an account
designated by the Company. Promptly after receipt of such
amounts, the Company shall pay, and the Buyer shall cause the
Company to pay, each Bonus Recipient their applicable Bonus
Payment, net of applicable payroll and withholding Taxes (as
determined in accordance with the heretofore described
spreadsheet). The Parties acknowledge that Sections 6(e)(vii)
and 6(e)(viii) contemplate that Phantom Payments will be made
prior to Bonus Payments. If Bonus Payments are made by the
Company pursuant to this Section 6(e)(viii) prior to Phantom
Payments pursuant to Section 6(e)(vii), the calculations of
Excess Social Security Tax Liability and Excess Social
Security II Tax Liability shall be adjusted accordingly to
reflect which payments (i.e. Bonus Payments or Phantom
Payments) are included or excluded for purposes of such
calculations.
(b) The Disclosure Schedule is hereby amended by adding a new
Section 6(e)(viii) in the form of the attached Exhibit A.
9. INDEMNIFICATION
---------------
(a) Section 8(b)(i) is hereby amended by adding the following clause
before the period at the end of such section:
"and (F) any Age Claims and (G) that certain Transition
Services Agreement, dated as of May 25, 2004, by and between
the Company and Innovative Processing, Inc, a California
corporation, but with regard to this clause (G), only to the
extent that any Losses exceed $5,000 in the aggregate and are
not attributable to the gross negligence or willful misconduct
of the Company."
(b) Section 8(d)(i) is hereby amended by deleting provision "(B)"
thereof and replacing it with the following:
"(B) Section 8(b)(i)(B) in respect of the obligations of the
Seller Entities to reimburse the Company under Section
5(i)(ii) above, and in respect of the obligations of the
Seller Entities to the Company under Section 6(e)(vii) and
Section 6(e)(viii) above, and in respect of the Termination
Liabilities to be borne by the Seller Entities pursuant to
Section 5(k) above,"
(c) Section 8(d)(i) is hereby further amended by deleting the
parenthetical at the end of the first proviso and replacing it with the
following:
"and (F) Section 8(b)(i)(F) and (G) Section 8(b)(i)(G) (the
provisions described in the foregoing clauses (A) through (G),
the "Buyer Excluded Provisions")"
(d) Section 8(d)(i) is hereby further amended by deleting clause (x) of
the final proviso thereof in its entirety and replacing it with the following:
"(x) Section 8(c)(ii) in respect of the obligations of the
Buyer to pay the Purchase Price under Section 2(b) above, and
cause the Company to repay inter-company debt in accordance
with Section 2(b)(iv) above,"
10. MISCELLANEOUS.
-------------
This Second Amendment represents the entire agreement of the parties
with respect to the subject matter hereof. Except as modified by this Second
Amendment, the Agreement shall remain unchanged and each of the Parties hereby
ratifies and confirms the Agreement as modified by this Second Amendment. This
Second Amendment shall not be modified or amended except in a written document
signed by the Parties. This Second Amendment shall be governed and interpreted
in accordance with the laws of the State of New York. All notices, requests,
demands or other communications in connection with this Second Amendment shall
be delivered as provided in the Agreement. This Second Amendment may be executed
in more than one counterpart, each of which, when taken together, shall be
deemed to be one instrument. This Second Amendment may be executed and delivered
by facsimile transmission.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment on the date first above written.
CHECKFREE CORPORATION
By: /s/ Mark A. Johnson
---------------------
Name: Mark A. Johnson
------------------------
Title: Vice Chairman
------------------------
AMERICAN PAYMENT HOLDCO, INC.
By: /s/ Mark A. Johnson
---------------------
Name: Mark A. Johnson
------------------------
Title: President
------------------------
UIL HOLDINGS CORPORATION
By: /s/ Louis J. Paglia
---------------------
Name: Louis J. Paglia
------------------------
Title: CFO
------------------------
UNITED RESOURCES, INC.
By: /s/ Louis J. Paglia
------------------------
Name: Louis J. Paglia
------------------------
Title: CFO
------------------------
Exhibit A
RETENTION BONUSES
-----------------
Each of the below listed persons will receive the amount listed next to his or
her respective name as a retention bonus payable pursuant to Section 6(e)(viii)
of the Agreement and a letter agreement from the Company to such person dated as
of May 6, 2004.
EXECUTIVE CONTRACT CERTIFICATION
AND RECOGNITION
- -------------------------------- --------------------------
C. Stone $235,000.00
- -------------------------------- --------------------------
P. Lavoie $265,000.00
- -------------------------------- --------------------------
C. Boedicker $100,000.00
- -------------------------------- --------------------------
R. Bucchi $100,000.00
- -------------------------------- --------------------------
D. Estelle $200,000.00
- -------------------------------- --------------------------
J. Frank $380,000.00
- -------------------------------- --------------------------
A. Balogh $175,000.00
- -------------------------------- --------------------------
B. Dumond $60,000.00
- -------------------------------- --------------------------
J. Corrado $40,000.00
- -------------------------------- --------------------------
T. Undercuffler $50,000.00
- -------------------------------- --------------------------
D. Kissh $50,000.00
- -------------------------------- --------------------------
C. Cross $50,000.00
- -------------------------------- --------------------------
D. Delisle $50,000.00
- -------------------------------- --------------------------
S. Cleasby $50,000.00
- -------------------------------- --------------------------
L. Leamon $15,000.00
- -------------------------------- --------------------------
S. Dingwall $10,000.00
- -------------------------------- --------------------------
D. Caiafa $10,000.00
- -------------------------------- --------------------------
J. Rogers $10,000.00
- -------------------------------- --------------------------
G. Presiosi $5,000.00
- -------------------------------- --------------------------
K. Lazar $10,000.00
- -------------------------------- --------------------------
M. Wheeler $10,000.00
- -------------------------------- --------------------------
C. Beirne $10,000.00
- -------------------------------- --------------------------
D. Mildrum $10,000.00
- -------------------------------- --------------------------
L. Okula $10,000.00
- -------------------------------- --------------------------
K. Justice $10,000.00
- -------------------------------- --------------------------
B. Furce $10,000.00
- -------------------------------- --------------------------
F. DeMasi $10,000.00
- -------------------------------- --------------------------
S. Shugdinis $10,000.00
- -------------------------------- --------------------------
F. D'Andrea $10,000.00
- -------------------------------- --------------------------
C. Morris $10,000.00
- -------------------------------- --------------------------
D. Byrne $10,000.00
- -------------------------------- --------------------------
R. Conyers $5,000.00
- -------------------------------- --------------------------
N. Braen $10,000.00
- -------------------------------- --------------------------
M. Mauro $10,000.00
- -------------------------------- --------------------------
M. Desroches $5,000.00
- -------------------------------- --------------------------
W. Udovich $10,000.00
- -------------------------------- --------------------------
I. Shatalov $5,000.00
- -------------------------------- --------------------------
J. Gannon $5,000.00
- -------------------------------- --------------------------
M. Liddell $5,000.00
- -------------------------------- --------------------------
J. O'Donnell $5,000.00
- -------------------------------- --------------------------
G. Mierzejewski $10,000.00
- -------------------------------- --------------------------
K. Ellegard $10,000.00
- -------------------------------- --------------------------
K. Kartchner $10,000.00
- -------------------------------- --------------------------
K. Gervais $5,000.00
- -------------------------------- --------------------------
W. Norris $10,000.00
- -------------------------------- --------------------------
V. Torres $5,000.00
- -------------------------------- --------------------------
V. Dementyev $5,000.00
- -------------------------------- --------------------------
N. Kounavelis $5,000.00
- -------------------------------- --------------------------
M. Krenesky $5,000.00
- -------------------------------- --------------------------
G. Mayzler $5,000.00
- -------------------------------- --------------------------
S. Qureshi $5,000.00
- -------------------------------- --------------------------
R. Yalamanchili $5,000.00
- -------------------------------- --------------------------
A. Zeng $5,000.00
- -------------------------------- --------------------------
J. Valente $5,000.00
- -------------------------------- --------------------------
J. Wallace $5,000.00
- -------------------------------- --------------------------
C. Williams $5,000.00
- -------------------------------- --------------------------
B. Foley $5,000.00
- -------------------------------- --------------------------
Todd Lasher's retention bonus shall be determined and paid in
accordance with a letter agreement from the Company to Todd Lasher dated as of
May 5, 2004.
Michael Gray's retention bonus and severance shall be determined and
paid in accordance with a letter agreement from the Seller to Michael Gray dated
as of February 24, 2004.