EXHIBIT 10.1
AGREEMENT
AGREEMENT dated as of August 1, 2001 (the "Agreement"),
between BlueStone Capital Corp., ("BlueStone"), a New York corporation
("BlueStone") and HealthStar Corp. ("HealthStar"), on the one hand, and Shochet
Securities Inc., a Florida corporation ("Shochet") and Shochet Holding Corp.
("Shochet Holding" and, together with Shochet, the "Shochet Parties"), on the
other hand.
W I T N E S S E T H :
WHEREAS, Shochet desires to transfer and assign to BlueStone,
and BlueStone desires to purchase from Shochet, the Accounts (defined below),
the Shochet Persons (defined below) and such other assets as are fully set forth
herein, upon the terms and conditions herein contained;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, and intending to be legally bound hereby, the parties hereto do
hereby agree as follows:
1. Closing. The closing of the transactions set forth herein (the
"Closing") shall take place at the offices of Blank Rome Tenzer Greenblatt LLP,
405 Lexington Avenue, New York, NY 10174 at 10:00 A.M., local time, on the fifth
business day following the day on which the last to be fulfilled or waived of
the conditions set forth in Section 25 and 26 have been fulfilled or waived, or
at such other time, date and/or place as may be agreed upon by the parties
hereto. The date on which the Closing occurs is hereinafter referred to as the
"Closing Date."
2. Transfer of Accounts.
2.1. At the Closing, Shochet will transfer, all of its right,
title and interest in the Accounts, and all customer and operational files,
including customer account agreements, including, without limitation,
arbitration agreements, option agreements and margin agreements, relating to the
Accounts (the "Transferred Files"), provided that Shochet shall be entitled to
access to the Transferred Files during regular business hours upon reasonable
notice to BlueStone. Shochet will retain all corporate and accounting files
relating to the Accounts, including files relating to past trading history of
the Accounts and files relating to accounts that do not constitute Accounts (the
"Retained Files"), provided that BlueStone shall be entitled to access to the
Retained Files during regular business hours upon reasonable notice to Shochet.
At BlueStone's option, Shochet will cause BNY Clearing Services LLC to effect an
electronic, negative transfer of the Accounts to BlueStone on a tape-to-tape
basis. In the event that either party requires access to any such files retained
by the other party in connection with an audit by any regulatory authority, the
other party shall accommodate the party seeking access to enable it to comply
with such audit, without material interference with the other party's
operations.
2.2. The term "Accounts" means all of the securities brokerage
accounts of the retail and institutional clients of Shochet as of the date of
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this Agreement, except those accounts for which Roger Gladstone, David Greenberg
or Andrew Lockwood is the designated account representative (which accounts are
set forth on Schedule 2 attached hereto) unless Messrs. Gladstone, Greenberg or
Lockwood shall become employed by BlueStone following the Closing. Shochet
represents that it has previously provided BlueStone with a true, correct and
complete list of all of the securities brokerage accounts of the retail and
institutional clients of Shochet as of the date of this Agreement.
2.3. As soon as practical, Shochet and BlueStone shall prepare a form
of letter to be delivered to the holders of all Accounts, advising such holders
of the transfer of the Accounts to BlueStone which shall be in form and
substance reasonably satisfactory to BlueStone and Shochet and include such
information regarding BlueStone as deemed reasonably necessary by BlueStone and
Shochet. The letter will be sent to all holders of the Accounts so as to provide
them notice at least 10 days (or such lesser number of days agreed to by
BlueStone and Shochet, or such greater number as may be required by regulatory
authorities) prior to the Closing.
2.4. BlueStone shall be under no obligation to accept any Accounts
which it believes to be unsuitable for any reason whatsoever, including, without
limitation, any margin account, any Account in a state in which BlueStone is not
registered or any Account with what BlueStone deems to be an excessive debit
balance. BlueStone will not be responsible for any margin or debit balances in
any of the Accounts until accepted by BlueStone.
2.5. Notwithstanding anything herein to the contrary BlueStone shall
have the right to return any of the Accounts to Shochet (any such Account is
referred to as a "Returned Account") on or prior to the 30th day following the
Closing Date, provided that BlueStone's reason for returning the Account(s)
relates to trades made or other events which occurred prior to the Closing Date.
3. Transfer of Registered Representatives and Other Personnel.
3.1. Shochet acknowledges and agrees that BlueStone shall be
permitted (but not obligated) to offer to hire some or all of Shochet's
personnel at the time of the Closing, a list of which Shochet personnel (each, a
"Shochet Person") is set forth on Schedule 3 attached hereto. Notwithstanding
the foregoing, BlueStone shall offer employment to all of the registered
representatives set forth on Schedule 3 attached hereto, unless reasonable
objection is made based upon regulatory history. At the time of the Closing,
Shochet shall terminate each Shochet Person to be employed by BlueStone and
BlueStone shall offer to hire Shochet Persons in accordance with this Section
3.1. In accordance with its regular payroll policies and procedures, Shochet
agrees that Shochet shall be responsible for all salaries, commissions and
bonuses due to any Shochet Person through the date of termination of their
employment with Shochet. If and when such Shochet Persons are hired by
BlueStone, the salary, commission, bonus and compliance obligations of such
Shochet Persons from and after the hiring date shall be the sole responsibility
of BlueStone.
3.2. Shochet will retain all rights it possesses under its
existing "Association Agreements" or other agreements (other than the right to
employ Shochet Persons), including, without limitation, loans, with Shochet
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persons, including, without limitation, rights of indemnification and
non-solicitation; provided, however, that Shochet will not be permitted to
exercise any of such rights (including, without limitation, the right to file
claims or commence arbitration proceedings or any other actions at law or in
equity), other than rights of indemnification and rights to collect under loans
that are not forgivable by their terms and for which repayment is not linked to
continued employment or employment performance, with respect to any Shochet
Person, as long as such Shochet Person remains an employee of BlueStone or an
affiliate or successor of BlueStone. True, correct and complete copies of all
"Association Agreements" and other employment and compensation agreements
between Shochet and the Shochet Persons have previously been provided to
BlueStone.
4. Trademarks and Other Intellectual Property. Upon the Closing,
the Shochet Parties will transfer and assign to BlueStone all right, title and
interest to all of the trademarks, tradenames, service marks and copyrights
owned by the Shochet Parties and used by the Shochet Parties in the operation of
Shochet as a broker-dealer (including the rights to use all logos and letterhead
the URL "Shochet.com" and any other URLs used by the Shochet Parties) a complete
list of which is set forth on Schedule 4 attached hereto (the "Intangibles"), as
well as all of the Shochet Parties' right, title and interest to the corporate
name "Shochet Securities Inc." at such time as Shochet has completed all
necessary regulatory and corporate filings relating to its name change. In
addition, Shochet agrees, as soon as practicable after the Closing, to change
its corporate name to a name that does not include the word "Shochet" and to
assist BlueStone to reserve and obtain the corporate name (or, at BlueStone's
option a "d/b/a" for) "Shochet Securities Inc.", or a similar name (including,
for a partnership or limited liability company). Shochet Holding will change its
corporate name to a name that does not include the word "Shochet" within 60 days
after the Closing and until such time, shall have the right to use its corporate
name. The Shochet Parties further agree to promptly execute and file such
documents, certificates and notices reasonably requested by BlueStone to
effectuate such transfers, including, without limitation, with the United States
Patent and Trademark Office and the NASD.
5. Real Property and Equipment.
5.1. Upon the Closing, Shochet will sublease or assign (or cause
to be subleased or assigned) to BlueStone all of Shochet's right, title and
interest to all properties where Shochet Persons operate or conduct retail or
institutional brokerage business prior to the date hereof (the "Shochet
Leases"), under the Shochet Leases requested to be assigned or sublet to
BlueStone on or before the Closing Date at the same rent paid by Shochet. A list
of the Shochet Leases is set forth on Schedule 5 (a) attached hereto. Shochet
will use its best efforts, with respect to those properties requested by
BlueStone, to (i) obtain any and all applicable consents necessary to sublease
or assign the Shochet Leases to BlueStone prior to the Closing, (ii) execute
assignments of the Shochet Leases in substantially the form of Exhibit A
attached hereto, and (iii) obtain landlord estoppel certificates relating to the
Shochet Leases in substantially the form of Exhibit B attached hereto (the
documents referred to in the preceding clauses (i) (ii) and (iii) collectively
referred to as the "Landlord Documents"), and will assign to BlueStone its
rights to the security deposits relating to such Shochet Leases. To the extent
that Shochet has not obtained the Landlord Documents relating to any Shochet
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Lease requested by BlueStone relating to any Shochet Lease by the Closing Date,
then Shochet will sublease to BlueStone the properties relating to those Shochet
Leases for which the Landlord Documents have not been obtained, for as long as
requested by BlueStone. Shochet agrees to continue to use its best efforts to
obtain any such remaining Landlord Documents after the Closing Date. As a
condition to BlueStone accepting assignment of any Shochet Lease, BlueStone
shall receive all Landlord Documents pertaining to such Shochet Lease. If
Shochet does not deliver to BlueStone the Landlord Documents with respect to any
property subject to a Shochet Lease within 120 days of the date of this
Agreement, BlueStone shall not be obligated to accept assignment of any such
Shochet Lease.
5.2. Upon the Closing, Shochet will transfer or assign to
BlueStone all of its furniture, fixtures and telephone and computer equipment
relating to the properties covered by the Shochet Leases (the "Shochet
Equipment") and all rights relating to the Shochet Equipment in accordance with
this Section 5, except for such furniture, fixtures and telephone and computer
equipment which are owned by Shochet Holding and not used in the operation of
Shochet (the "Shochet Holding Equipment"), provided that the value of the
Shochet Holding Equipment does not exceed 5% of all the value of the Shochet
Equipment. A list of the Shochet Equipment and leases pertaining to any Shochet
Equipment ("Shochet Equipment Leases") is set forth on Schedule 5(b) attached
hereto. Shochet will provide BlueStone with a list of the Shochet Holding
Equipment prior to the Closing Date.
5.3. The parties will enter into an agreement prior to Closing
which grants Shochet and Shochet Holding access to use a limited amount of
office space in one or more of the properties relating to the Shochet Leases for
a limited period of time after the Closing, for a fee to be agreed upon by the
parties.
5.4. Shochet and BlueStone will allocate rent and utility
charges relating to the properties referred to in this Section 5 as of the
Closing and will remit any amounts due as a result of such allocation at the
Closing. At the Closing, BlueStone shall pay to Shochet an amount equal to the
security deposits held by the landlords of the properties assigned or sublet to
BlueStone under Section 5.1; provided that such amount shall not exceed $65,152.
If Shochet does not obtain any of the Landlord Consents by the Closing and
BlueStone elects not to occupy or continue to occupy any such properties during
the term of such Shochet Lease, then Shochet will return that portion of the
security deposits relating to the properties for which Landlord Consents had not
been obtained by Closing to BlueStone.
6. Consideration. As consideration for the transactions described
in Sections 2 through 5 of this Agreement (the "Transaction"):
6.1. Except to the extent prohibited by applicable law and
regulatory authorities, BlueStone shall pay to Shochet a cash fee (the "Fee")
equal to eight percent (8%) of Gross Revenue (defined below). The Fee shall be
payable monthly (each payment, a "Monthly Payment") within twenty (20) days of
the end of each calendar month for that portion of the Fee arising from Gross
Revenue actually received (not just earned) by BlueStone during such calendar
month (or if such 20th day is not a business day, on the next following business
day) by wire transfer to the account designated to BlueStone in writing by
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Shochet from time to time. Notwithstanding anything herein to the contrary, the
maximum Fee payable by BlueStone is $2,000,000. HealthStar guarantees
BlueStone's obligation to pay the Fee.
(a) The term "Gross Revenue" means all cash actually
received by BlueStone, including, without limitation, gross commissions, sales
concessions and fees (before any allocation, distribution or payment thereof by
BlueStone to others) which are, during the three (3)-year period commencing as
of the Closing (subject to earlier termination if the maximum Fee is paid)
earned by BlueStone from (i) the Accounts, (ii) any new accounts for which
Shochet Persons are designated as account representatives (the "New Accounts")
and (iii) any Returned Accounts until such accounts are returned to Shochet.
6.2. At the Closing, HealthStar will issue to Shochet 100,000
shares of HealthStar's common stock (the "Shares"). Shochet acknowledges that
the Shares are "restricted securities" within the meaning prescribed by the
Securities Act of 1933 (the "Act").
6.3. At the Closing, HealthStar will assume Shochet's
obligations under the $500,000 principal amount subordinated note due in August
2001 issued by Shochet to Firebrand Financial Group, Inc. (the "Firebrand Note")
and will repay the principal and interest under the Firebrand Note when due.
7. No Assumption of Liabilities; Excluded Assets. Shochet
acknowledges that, except with respect to any obligations Shochet may have at
the Closing with respect to (i) the Firebrand Note, and (ii) the Schroder Letter
(as defined in Section 8), and other than to assume and perform Shochet's
obligations after the Closing under the Shochet Leases and the Shochet Equipment
Leases set forth on Schedule 5 attached hereto, BlueStone will not assume any
liabilities, expenses, debts or obligations of Shochet, including, without
limitation, Litigation Liabilities. "Litigation Liabilities" means debts,
obligations or liabilities arising from or relating to pending, threatened and
unasserted claims (including, without limitation, customer complaints),
litigation, legal actions, counterclaims, suits or arbitration or other legal,
administrative or tax proceedings. Shochet further acknowledges that BlueStone
will not acquire any assets of Shochet (other than the Accounts, Shochet
Persons, Shochet Equipment, Shochet Leases and Shochet Equipment Leases),
including, without limitation, Shochet's cash, securities (including marketable
securities, options, warrants and other derivative securities), goodwill and
litigation (the "Excluded Assets").
8. Schroeder Letter. Shochet represents and warrants to BlueStone
that Shochet entered into a clearing agreement (the "Schroder Clearing
Agreement") with Schroder & Co. Inc. in or prior to December 2000, and that the
Schroder Clearing Agreement was amended by letter dated December 13, 2000 (the
"Schroder Letter") by and among Shochet, Schroder and Salomon Brothers Holding
Company Inc. ("Salomon"). In or about January 2001, Salomon sold the clearing
operations of Schroeder to BNY Clearing Services LLC ("BNY"). The Schroder
Letter constitutes Shochet's only agreement, understanding or arrangement with,
or commitment to, Schroder and Salomon with respect to the $1.25 million payment
from Salomon to Shochet. True, correct and complete copies of the Schroder
Clearing Agreement and the Schroder Letter were previously delivered to
BlueStone. HealthStar agrees to assume the obligations of Shochet, if any, to
Salomon under the Schroder Letter and shall indemnify and hold harmless Shochet
from any liability under or arising out of the Schroeder Letter.
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9. Registration Rights.
9.1. If, at any time following the Closing, HealthStar proposes
to prepare and file one or more registration statements or amendments, including
post-effective amendments, or supplements thereto covering any of HealthStar's
equity or debt securities to be sold by HealthStar or any of its shareholders,
other than pursuant to Form S-4 or Form S-8 or successor form (collectively, a
"Registration Statement"), it will give written notice of its intention to do so
by registered mail ("Notice"), at least ten (10) business days prior to the
filing of each such Registration Statement, to Shochet.
9.2. Upon the written request of Shochet, made within five (5)
business days after receipt of the Notice, that HealthStar include all or a
portion of the Shochet Restricted Shares (defined below) in the proposed
Registration Statement, HealthStar shall include such shares and use its best
efforts to cause such Registration Statement to be declared effective under the
Act by the Securities and Exchange Commission ("SEC") so as to permit the public
sale by Shochet of the Shochet Restricted Shares pursuant thereto, at
HealthStar's sole cost and expense and at no cost or expense to Shochet.
However, if, in the written opinion of the HealthStar's managing underwriter, if
any, for the offering evidenced by such Registration Statement, the inclusion of
all or a portion of the Shochet Restricted Shares, when added to the securities
being registered, will exceed the maximum amount of HealthStar's securities
which can be marketed either (i) at a price reasonably related to their
then-current market value or (ii) without otherwise materially adversely
affecting the entire offering, then HealthStar may exclude from such offering
all or a portion of the Shochet Restricted Shares subject to the requirements of
Section 9.4.
9.3. The term "Shochet Restricted Shares" shall mean all of the
Shares, provided that all or a part of the Shares shall cease to be Shochet
Restricted Shares at such time (i) such Shares are transferred, sold or
otherwise disposed of by Shochet; or (ii) registration under the Act is no
longer required for the subsequent transfer or disposition of such Shares
because they may be sold freely into the market without any volume limitations.
9.4. If securities are proposed to be offered for sale pursuant
to such Registration Statement by other security holders of HealthStar and the
total number of securities to be offered by Shochet and such other selling
security holders (collectively the "Requesting Holders") is required to be
reduced pursuant to a request from the managing underwriter (which request shall
be made only for the reasons and in the manner set forth above in Section 9.2),
the number of securities to be offered by each Requesting Holder pursuant to
such Registration Statement shall be reduced proportionately among the
Requesting Holders.
9.5. Notwithstanding the provisions of this Section 9,
HealthStar shall have the right at any time after it shall have given written
notice pursuant to this Section 9 (irrespective of whether any written request
for inclusion of Shochet Restricted Securities shall have already been made) to
elect not to file any such proposed Registration Statement or to withdraw the
same after its filing but prior to the effective date thereof.
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9.6.
(a) HealthStar shall agree to indemnify, to the full
extent permitted by law, Shochet and its officers, directors, partners, members
and agents against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys' fees) caused by any untrue or alleged untrue
statement of a material fact contained in any registration statement or
prospectus or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements made therein (in the case of
a prospectus, in the light of the circumstances under which they were made) not
misleading, except insofar as the same are (i) caused by or contained in any
information supplied by Shochet, (ii) caused by Shochet's failure to deliver a
copy of the prospectus or any amendments or supplements thereto in accordance
with the requirements of the Act after HealthStar has furnished Shochet with a
copy of the same, or (iii) caused by Shochet's sale of Shochet Restricted Shares
under the Registration Statement after HealthStar notifies the Shochet that the
prospectus had been suspended or that the Registration Statement contained a
material misstatement or omission.
(b) Shochet agrees to indemnify (only up to an amount
equal to the proceeds it receives from the sale of Shochet Restricted Shares),
to the full extent permitted by law, HealthStar, its directors, officers and
agents and each person who controls HealthStar (within the meaning of the
Exchange Act) against any losses, claims, damages, liabilities and expenses
(including reasonable attorneys' fees) caused by any untrue or alleged untrue
statement of a material fact, contained in any registration statement or
prospectus or any omission or alleged omission of a material fact required to be
stated therein. or necessary to make the statements therein (in the case of a
prospectus, in the light of the circumstances under which they were made) not
misleading, to the extent, but only to the extent that the same are (i) caused
by or contained in any information provided by Shochet, (ii) caused by Shochet's
failure to deliver a copy of the prospectus or any amendments or supplements
thereto in accordance with the requirements of the Act after HealthStar has
furnished Shochet with a copy of the same, or (iii) caused by Shochet's sale of
Shochet Restricted Shares under the Registration Statement after HealthStar
notified Shochet that the prospectus had been suspended or that the Registration
Statement contained a material misstatement or omission.
(c) Any person entitled to indemnification hereunder
shall give prompt written notice to the indemnifying party after the receipt by
such person of any written notice of the commencement of any action, suit,
proceeding or investigation or threat thereof made in writing for which such
person may claim indemnification or contribution pursuant to this Agreement and,
unless in the reasonable judgment of such indemnified party a conflict of
interest exist between such indemnified party and the indemnifying party with
respect to such claim, permit the indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to such indemnified party. If
the indemnifying party is not entitled to, or elects not to, assume the defense
of a claim, it will not be obligated to pay the fees and expenses of more than
one counsel with respect to such claim. The indemnified party will not be
subject to any liability for any settlement made without its consent.
(d) If the indemnification provided for in this Section
from the indemnifying party is unavailable or insufficient to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
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indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party, as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in subsection (c) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
9.7. As a condition to the registration of any Shochet
Restricted Shares, Shochet will provide such representations as HealthStar may
reasonably request.
10. Monthly Reports. BlueStone shall make monthly written reports to
Shochet setting forth an accounting of the amounts payable to Shochet. Such
report shall be provided to Shochet by no later than the 20th day of the month
following the calendar month (or if such 20th day is not a business day, on the
next following business day) to which the report relates. Shochet shall have the
right, at its own expense, to inspect the data underlying the monthly written
reports solely for the purpose of determining BlueStone's compliance with
Section 6.1, provided that Shochet may not exercise this right to audit more
than two times during any twelve (12)-month period, and provided, further, that
Shochet enters into a confidentiality agreement with BlueStone in a form
reasonably acceptable to BlueStone prior to such inspection. Shochet shall
provide BlueStone prior to such inspection and its professional advisors with
reasonable prior written notice of its intention to audit, and shall conduct
such audit during normal business hours. Shochet shall make reasonable efforts
not to disturb BlueStone's operations during the audit. In no event shall
Shochet have the right to access BlueStone's books, records or computer files or
any other information relating to customer accounts, other than the Accounts,
New Accounts and Returned Accounts, or any other matters.
11. Restrictions on Transfer of Accounts and New Accounts by
BlueStone. BlueStone agrees that it will not transfer any of the Accounts or New
Accounts (unless directed by the client or required by law, rule, regulation,
consent, order or decree or any government agency or regulatory authority), in
connection with a sale of all or substantially all of its assets or otherwise,
during the three (3)-year period following the Closing, unless the party to
which the Accounts and New Accounts are transferred assumes BlueStone's
obligations under Sections 6.1 and 10 and this Section 11.
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12. Non-Solicitation. Shochet covenants and agrees and shall cause
each of its affiliates, subsidiaries, officers, directors, shareholders, control
persons, employees, agents and representatives not to solicit, employ or
otherwise entice away from BlueStone or any of its affiliates or subsidiaries
any Shochet Persons or any Accounts or New Accounts for a period of three (3)
years from the date hereof.
13. Announcements. Upon the signing of this Agreement the parties
hereto will issue a joint press release announcing the Transaction.
14. No Finder's Fee. Each party hereto represents and warrants to
each other party that it has done nothing to incur any obligation or liability
for a finder's fee, commission, brokerage fee or like payment in connection with
the Transaction that will be the responsibility of the other party.
15. Shuminer Settlement. BlueStone shall facilitate Shochet and its
affiliates in the continued collection from Leila Shuminer, a Shochet Person,
solely by withholding amounts from her pay and remitting same to Shochet, of
aggregate payments in the amount of $175,000 (less amounts collected by Shochet
prior to the Closing Date, of which amount Shochet will notify BlueStone in
writing on the Closing Date) which she has agreed to pay Shochet in connection
with the settlement of certain claims made against Shochet and her, if and only
to the extent that Leila Shuminer specifically consents in writing to such
withholding and payments by BlueStone on her behalf to Shochet in a form
satisfactory to BlueStone, in its sole discretion.
16. Representations and Warranties as to Shochet. Shochet represents
and warrants to BlueStone as follows:
16.1. Shochet is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida, with full corporate
power and corporate authority to (i) own, lease and operate its properties, (ii)
carry on its business as currently conducted and (iii) execute and deliver, and
perform under this Agreement and each other agreement and instrument to be
executed and delivered by it pursuant hereto.
16.2. The execution and delivery by Shochet of this Agreement,
the consummation of the transactions contemplated hereby, the performance by
Shochet of its obligations hereunder, and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Shochet (including, but not limited to, the
approval of the Board of Directors of Shochet and of Shochet's sole stockholder)
and Shochet has all necessary corporate power and corporate authority with
respect thereto. This Agreement constitutes the valid and binding obligation of
Shochet in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
rights of creditors generally and subject to the rules of law governing (and all
limitations on) specific performance, injunctive relief, and other equitable
remedies.
16.3. Shochet has good and marketable title to all of the
Shochet Equipment, free and clear of all liens, claims, security interests,
pledges, mortgages, charges and encumbrances of any nature whatsoever, except to
the extent that certain of the Shochet Equipment is subject to the Shochet
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Equipment Leases and except where the failure to have such title would not have
a material effect on the value or intended use by BlueStone of the Shochet
Equipment. All Shochet Equipment is being sold "as is".
16.4. Each material contract or other instrument relating to
Intangibles, the Shochet Leases and the Shochet Equipment, is in full force and
effect and is enforceable against the parties thereto in accordance with its
terms, and none of such contracts or instruments have been assigned by Shochet,
and to the best knowledge of Shochet, neither it nor any other party is in
default thereunder and, to the best knowledge of Shochet, no event has occurred
which, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder. Shochet represents and warrants that it is current in all
payments under the terms of the Shochet Leases and Shochet Equipment Leases,
except to the extent of any amounts to be paid to BlueStone pursuant to Section
5.2.
16.5. Except (i) as required for the Shochet Parties to change
their corporate names in accordance with Section 4, (ii) filings of form U-4s
for Shochet Persons by BlueStone (iii) any consents required under the Shochet
Equipment Leases, (iv) the Landlord Consents and (v) any notice required to be
given to the NASD for the transfer of the Accounts, no consent, approval,
notice, qualification, order or authentication of, or filing with, any
governmental authority or self-regulatory organization or any of Shochet's
stockholders, lenders, landlords or other creditors is required in connection
with Shochet's valid execution, delivery and performance of this Agreement and
all other documents in connection herewith.
16.6. Shochet represents that it retains all liabilities and
obligations, whether contingent, fixed or potential, relating to (i) the
Accounts, Shochet Personnel, Intangibles, properties relating to the Shochet
Leases or the Shochet Equipment, including, without limitation, Litigation
Liabilities, through the Closing Date (other than margin balances) (ii) the
Returned Accounts through the Closing Date and after such Accounts are returned
and (iii) any other liabilities and obligations of Shochet not related to the
matters covered by clauses (i) and (ii) above whether before or after the
Closing Date.
16.7. Shochet has not received any notice that it has or may
have infringed or is infringing upon the rights of others with respect to the
Intangibles; Shochet has not received any notice of conflict with the asserted
rights of others with respect to the Intangibles (and Shochet knows of no basis
therefor); and no others have infringed upon the Intangibles.
17. Investment Representations and Warranties of Shochet.
17.1. Shochet understands that the Shares are "restricted
securities" with the meaning of Rule 144 promulgated under the Act.
17.2. Shochet understands the certificates representing the
Shares will bear a restrictive legend thereon substantially as follows:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE
RESTRICTED SECURITIES AS THAT TERM IS DEFINED UNDER RULE 144
PROMULGATED UNDER THE ACT. THESE SECURITIES MAY NOT BE SOLD,
PLEDGED, TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF IN
ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY
APPLICABLE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER
IS ACCOMPANIED BY AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS."
17.3. Shochet acknowledges that representatives of Shochet have
received and reviewed copies of HealthStar's Form 10-K for the fiscal year ended
March 31, 2001, and Form 8-K filed with the SEC on July 13, 2001, including, in
each case, the exhibits thereto and all of the documents incorporated by
reference therein; representatives of Shochet have had the opportunity to ask
questions of and receive answers from qualified representatives of HealthStar
concerning the business and financial condition of HealthStar and the terms and
conditions of this Agreement; and all of such questions have been answered to
the satisfaction of Shochet's representatives.
17.4. Shochet represents that it is an "accredited investor" as
defined in Rule 501(a) promulgated under the Act and that its representatives
are sophisticated investors familiar with the type of risks inherent in the
acquisition of securities such as the Shares and that, by reason of its
representatives knowledge and experience in financial and business matters in
general, and investments of this type in particular, its representatives are
capable of evaluating the merits and risks of an investment in the Shares.
17.5. Shochet is able to bear the economic risk of an investment
in the Shares, including, without limiting the generality of the foregoing, the
risk of losing part or all of Shochet's investment in the Shares.
17.6. Shochet is acquiring the Shares for its own account and
for the purpose of investment and not with a view to, or for resale in
connection with, any distribution within the meaning of the Act or any other
applicable state securities laws ("Other Securities Laws"), in violation of the
Act or Other Securities Laws.
17.7. Shochet acknowledges that none of the Shares have been
registered under the Act or any of the Other Securities Laws, and may not be
sold, transferred or otherwise disposed of, except if an effective registration
statement is then in effect or pursuant to an exemption from registration under
said Act and such Other Securities Laws.
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18. Representations and Warranties as to Shochet Holding. Shochet
Holding represents and warrants to BlueStone as follows:
18.1. Shochet Holding is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, with full
corporate power and corporate authority to (i) own, lease and operate its
properties, (ii) carry on its business as currently conducted and (iii) execute
and deliver, and perform under this Agreement and each other agreement and
instrument to be executed and delivered by it pursuant hereto.
18.2. The execution and delivery by Shochet Holding of this
Agreement, the consummation of the transactions contemplated hereby, the
performance by Shochet Holding of its obligations hereunder, and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Shochet Holding
(including, but not limited to, the unanimous consents of the Board of Directors
of Shochet Holding) and Shochet Holding has all necessary corporate power and
corporate authority with respect thereto. This Agreement constitutes the valid
and binding obligation of Shochet Holding in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws affecting the rights of creditors generally and subject to the
rules of law governing (and all limitations on) specific performance, injunctive
relief, and other equitable remedies.
18.3. The Shochet Parties own or possess adequate and
enforceable rights to use all of the Intangibles. To the best of Shochet
Holding's knowledge: Shochet Holding has not infringed and is not infringing
upon the rights of others with respect to the Intangibles; Shochet Holding has
not received any notice that it has or may have infringed or is infringing upon
the rights of others with respect to the Intangibles; Shochet Holding has not
received any notice of conflict with the asserted rights of others with respect
to the Intangibles (and Shochet Holding knows of no basis therefor); and no
others have infringed upon the Intangibles.
19. Representations and Warranties as to BlueStone. BlueStone
represents and warrants to Shochet as follows:
19.1. BlueStone is a corporation duly organized validly existing
and in good standing under the laws of the State of New York with full corporate
power and corporate authority to (i) own, lease and operate its properties, (ii)
carry on its business as currently conducted by it and (iii) execute and
deliver, and perform under this Agreement.
19.2. The execution and delivery by BlueStone of this Agreement,
the performance by BlueStone of its obligations hereunder, and the consummation
of the transactions contemplated hereby, have been duly and validly authorized
by all necessary corporate action on the part of BlueStone and BlueStone has all
necessary corporate power and corporate authority with respect thereto. This
Agreement constitutes the valid and binding obligation of BlueStone in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the rights of
creditors generally and subject to the rules of law governing (and all
limitations on) specific performance, injunctive relief, and other equitable
remedies.
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20. Representations and Warranties as to HealthStar. HealthStar
represents and warrants to Shochet as follows:
20.1. HealthStar is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, with full
corporate power and corporate authority to (i) own, lease and operate its
properties, (ii) carry on its business as currently conducted and (iii) execute
and deliver, and perform under this Agreement.
20.2. The execution and delivery by HealthStar of this
Agreement, the performance HealthStar of its obligations hereunder, and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized by all necessary corporate action on the part of HealthStar and
HealthStar has all necessary corporate power and corporate authority with
respect thereto. This Agreement constitutes the valid and binding obligation of
HealthStar in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
rights of creditors generally and subject to the rules of law governing (and all
limitations on) specific performance, injunctive relief, and other equitable
remedies.
20.3. The issuance and sale of the Shares have been duly
authorized and when the Shares have been issued and duly delivered as
contemplated by this Agreement, the Shares will be validly issued, fully paid
and nonassessable.
21. Proxy. At the Closing, Shochet will execute a Proxy with respect
to the Shares in the form of Exhibit C attached hereto.
22. Indemnification.
(a) Each of the Shochet Parties hereby jointly and
severally indemnifies and agrees to defend and hold harmless each of BlueStone
and HealthStar and their respective officers, directors and employees from and
against any and all losses, obligations, deficiencies, liabilities, claims,
damages, costs and expenses (including, without limitation, the amount of any
settlement entered into pursuant hereto, and all reasonable legal and other
expenses incurred in connection with the investigation, prosecution or defense
of any matter indemnified pursuant hereto) which it may sustain, suffer or incur
and which arise out of, are caused by, relate to, or result or occur from or in
connection with (i) the Accounts, with respect to activity occurring prior to
the date such Accounts are transferred by Shochet's clearing agent and accepted
by BlueStone in accordance with Section 28 below and the Returned Accounts with
respect to activity from and after the date such Accounts are returned to
Shochet in accordance with Section 2.5, (ii) supervisory obligations with
respect to any Shochet Persons relating to activity of such Shochet Persons
prior to the date such Shochet Person is transferred on the books of the NASD in
accordance with Section 28 below, (iii) any misrepresentation or omission of a
material fact contained in any representation or warranty of Shochet contained
herein or (iv) any securities brokerage accounts of the retail and institutional
clients of Shochet not constituting Accounts. The foregoing indemnification
shall also apply to direct claims by BlueStone or HealthStar against either of
the Shochet Parties.
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(b) Each of BlueStone and HealthStar hereby jointly and
severally indemnifies and agrees to defend and hold harmless each of the Shochet
Parties and their respective officers, directors and employees from and against
any and all losses, obligations, deficiencies, liabilities, claims, damages,
costs and expenses (including, without limitation, the amount of any settlement
entered into pursuant hereto, and all reasonable legal and other expenses
incurred in connection with the investigation, prosecution or defense of any
matter indemnified pursuant hereto), which it may sustain, suffer or incur and
which arise out of, are caused by, relate to, or result or occur from or in
connection with (i) the Accounts, with respect to activity occurring from and
after the date such Accounts are transferred by Shochet's clearing agent and
accepted by BlueStone in accordance with Section 28 below, (ii) supervisory
obligations with respect to any Shochet Persons relating to activity of such
Shochet Persons after the date such Shochet Person is transferred on the books
of the NASD in accordance with Section 28 below or (iii) any misrepresentation
or omission of a material fact contained in any representation or warranty of
BlueStone or HealthStar contained herein. The foregoing indemnification shall
also apply to direct claims by either of the Shochet Parties against BlueStone
or HealthStar.
(c) If a claim by a third party is made against any
party or parties hereto and the party or parties against whom said claim is made
intends to seek indemnification with respect thereto under Sections 20(a) or
20(b), the party or parties seeking such indemnification shall promptly notify
the indemnifying party or parties, in writing, of such claim; provided, however,
that the failure to give such notice shall not affect the rights of the
indemnified party or parties hereunder except to the extent that such failure
materially and adversely affects the indemnifying party or parties due to the
inability to timely defend such action. The indemnifying party or parties shall
have ten (10) business days after said notice is given to elect, by written
notice given to the indemnified party or parties, to undertake, conduct and
control, through counsel of their own choosing (subject to the consent of the
indemnified party or parties, such consent not to be unreasonably withheld) and
at their sole risk and expense, the good faith settlement or defense of such
claim, and the indemnified party or parties shall cooperate with the
indemnifying parties in connection therewith; provided that all settlements
require the prior reasonable consultation with the indemnified party and the
prior written consent of the indemnified party (unless it contains a general
release of the indemnified party), which consent shall not be unreasonably
withheld. Notwithstanding the indemnifying party's election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel (and local counsel) if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would, in the indemnified
party's reasonable judgment, present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
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shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. So long as the indemnifying party or parties are
contesting any such claim in good faith, the indemnified party or parties shall
not pay or settle any such claim; provided, however, that notwithstanding the
foregoing, the indemnified party or parties shall have the right to pay or
settle any such claim at any time, provided that in such event they shall waive
any right of indemnification therefor by the indemnifying party or parties. If
the indemnifying party or parties do not make a timely election to undertake the
good faith defense or settlement of the claim as aforesaid, or if the
indemnifying parties fail to proceed with the good faith defense or settlement
of the matter after making such election, then, in either such event, the
indemnified party or parties shall have the right to contest, settle or
compromise the claim.
(d) Regardless of which party is controlling the defense
of any claim, each party shall act in good faith and shall provide reasonable
documents and cooperation to the party handling the defense.
(e) Notwithstanding anything to the contrary in this
Section 22, in no event shall (x) the indemnification by Shochet or Shochet
Holding under clause (iii) of Section 22(a) or (y) the indemnification by
BlueStone or HealthStar under clause (iii) of Section 22(b) of this Agreement
exceed $500,000 plus the market value of the Shares on the Closing Date, based
on the last sale price of HealthStar's common stock on the Closing Date.
23. Survival of Representations and Warranties. Each of the parties
hereto hereby agrees that the representations and warranties made by or on
behalf of each party in this Agreement or in any document or instrument
delivered pursuant hereto shall survive the execution hereof for a period of two
(2) years.
24. Conduct of Business. Prior to the Closing Date, (i) Shochet will
conduct its business only in the ordinary course, (ii) Shochet will use its best
efforts to maintain the value of its business as a going concern, (iii) Shochet
will not sell, transfer or otherwise dispose of any of the assets without the
prior written consent of BlueStone, (iv) Shochet will not transfer any of the
Accounts without the prior written consent of BlueStone, except upon receipt of
instructions from a client, and (v) Shochet will not terminate any of the
Shochet Leases set forth on Schedule 5(a) attached hereto without the prior
written consent of BlueStone.
25. Conditions to Obligations of BlueStone and HealthStar. The
obligations of BlueStone and HealthStar shall be subject to the satisfaction of
each of the following conditions, or written waiver by BlueStone or HealthStar
thereof:
25.1. Shochet and Shochet Holding shall have performed in all
material respects each of the agreements and covenants made by them in this
Agreement and required to be performed on or prior to the Closing Date;
25.2. The representations and warranties of Shochet and Shochet
Holding contained herein shall be true, complete and correct in all material
respects at and as of the Closing Date, as if made at such date, except for the
passage of time;
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25.3. There exists no order, judgment, decree, injunction,
consents, citations, rulings, determinations, verdicts ("Order") entered, issued
or made, to which the Accounts, Shochet Persons, Intangibles, properties
relating to the Shochet Leases or the Shochet Equipment are subject or which
restrains or prohibits the Transaction, and no claim, suit, action, inquiry,
investigation or proceeding in which it will be, or it is, sought to restrain,
prohibit or change the terms of or obtain damages or other relief in connection
with this Agreement or the Transaction, has been instituted or threatened by any
person or entity, and which, in the reasonable judgment of BlueStone (based on
the likelihood of success and material consequences of such claim, suit, action,
inquiry or proceeding), makes it impossible to proceed with the consummation of
the Transaction in all material respects;
25.4. BlueStone and HealthStar shall have received an opinion of
Graubard Miller, counsel to Shochet and Shochet Holding in substantially the
form of Exhibit D attached hereto;
25.5. Shochet shall have provided BlueStone and HealthStar with
such other documents as BlueStone and HealthStar may reasonably request and
which are customarily reviewed in connection with transactions of this type; and
25.6. All regulatory approvals necessary to consummate the
Transaction shall have been obtained by the Closing Date.
26. Conditions to Obligations of Shochet and Shochet Holding. The
obligations of Shochet and Shochet Holding shall be the subject of the
satisfaction of each of the following conditions, or written waiver by Shochet
or Shochet Holding thereof:
26.1. Each of BlueStone and HealthStar shall have performed in
all material respects each of the agreements and covenants made by it in this
Agreement and required to be performed on or prior to the Closing Date;
26.2. The representations and warranties of each of BlueStone
and HealthStar contained herein shall be true, complete and correct in all
material respects at and as of the Closing Date, as if made at such date, except
for the passage of time;
26.3. There exists no Order entered, issued or made, which
restrains or prohibits the Transaction, and no claim, suit, action, inquiry,
investigation or proceeding in which it will be, or it is, sought to restrain,
prohibit or change the terms of or obtain damages or other relief in connection
with this Agreement or the Transaction, has been instituted or threatened by any
person or entity, and which, in the reasonable judgment of Shochet and Shochet
Holding (based on the likelihood of success and material consequences of such
claim, suit, action, inquiry or proceeding), makes it impossible to proceed with
the consummation of the Transaction in all material respects;
26.4. Shochet and Shochet Holding shall have received an opinion
of Blank Rome Tenzer Greenblatt LLP, counsel to each of BlueStone and HealthStar
in substantially the form of Exhibit E attached hereto; and
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26.5. All regulatory approvals necessary to consummate the
Transaction shall have been obtained by the Closing Date.
27. Termination Prior to Closing.
27.1. This Agreement may be terminated at any time prior to the
Closing:
(a) by the mutual written consent of the Shochet Parties
and BlueStone and HealthStar; or
(b) by either side if no Closing has occurred within 90
days of the date hereof; or
(c) by either side if the any party on the other side is
in material breach of this Agreement.
27.2. Upon the termination of this Agreement in accordance with
the terms hereof, it shall forthwith become void and of no further force and
effect, except for the provisions of Sections 30.6 and 30.7 hereof; provided,
however, that no such termination shall be deemed to relieve any party hereto of
any liability for its breach of any of the terms and provisions hereof.
28. Effectiveness of Agreement. This Agreement shall be effective as
of the date hereof. It is recognized that a certain period of time will be
required for the Shochet Persons to be transferred on the books of the NASD and
the Accounts to be transferred by Shochet's clearing agent and accepted by
BlueStone. Accordingly, Shochet agrees that BlueStone shall have no supervisory
responsibility over such Shochet Persons or any liability with respect to such
Accounts, including, without limitation, for margin or debit balances in such
Accounts, until they are so transferred and accepted by BlueStone.
29. Necessary Action. Each party hereto agrees to use all reasonable
efforts to take or cause to be taken all actions, and to do or cause to be done,
and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to expeditiously consummate and make effective
the transactions contemplated by this Agreement, including, without limitation,
the making of any filings with, and the procurement of any authorizations and
consents from, regulatory agencies or other persons or entities.
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30. General Provisions.
30.1. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the earlier of the date delivered or mailed if delivered
personally, by overnight courier or mailed by overnight express mail, (postage
prepaid) or by facsimile transmittal, confirmed by express mail or overnight
courier, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice, except that notices of changes of
address shall be effective upon receipt):
If to BlueStone: BlueStone Capital Corp.
650 Fifth Avenue
New York, New York 10019
Attn: Mr. William G. Walters, Co-Chairman
with a copy to:
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Attn: Brad L. Shiffman
If to HealthStar: HealthStar Corp.
2875 N.E. 191st Street, Suite 601
Aventura, Florida 33180
Attn: Mr. Zirk Engelbrecht, President and
Chief Executive Officer
with a copy to:
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Attn: Brad L. Shiffman
If to Shochet: Shochet Securities Inc.
433 Plaza Real
Boca Raton, Florida 33432
Attn: Andy Lockwood;
With a copy to:
Firebrand Financial Group, Inc.
One State Street Plaza, 24th Floor
New York, New York 10004
Attn: Peter R. Kent
And:
Graubard Miller
600 Third Avenue
New York, New York 10016-2097
Attn. Brian Ross
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30.2. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the greatest extent possible.
30.3. This Agreement constitutes the entire agreement, and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof.
30.4. This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.
30.5. This Agreement shall not be assigned by operation of law
or otherwise, and any assignment shall be null and void, provided that Shochet
can assign its right to receive the Fee if such assignment is not prohibited by
regulatory authority and the assignee assumes the obligations of Shochet and
Shochet Holding under this Agreement.
30.6. This Agreement shall be governed by, and construed in
accordance with, the general corporate law of the State of New York without
regard to its choice of law principles. Any disputes, claims or controversies
arising out of this Agreement or any breach thereof shall be submitted to final
and binding arbitration in New York, New York, and be determined in accordance
with the rules of the NASD then in effect in the City of New York. Judgment upon
the decision reached by the arbitrator may be entered in any court having
jurisdiction.
30.7. All information provided to BlueStone by Shochet in
connection with BlueStone's due diligence regarding the Transaction shall be
held in confidence by BlueStone and, if the Transaction is not completed, all
copies of such information shall be returned to Shochet, and BlueStone shall not
use the information for any purpose. In addition, if the Closing does not occur,
BlueStone agrees not to solicit the employment of any Shochet Person within 180
days from the date the Transaction is terminated.
30.8. Headings in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
30.9. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, BlueStone and Shochet have each caused
this Agreement to be executed as of the date first written above.
BLUESTONE CAPITAL CORP.
/s/ William G. Walters
By:__________________________________________
William G. Walters
Co-Chariman
HEALTHSTAR CORP.
/s/ Zirk Engelbrecht
By:__________________________________________
Zirk Engelbrecht
President and Chief Executive Officer
SHOCHET SECURITIES INC.
/s/ Roger Gladstone
By:_________________________________________
Roger Gladstone
Chairman of the Board and Chief
Executive Officer
SHOCHET HOLDING CORP.
/s/ Roger Gladstone
By: _______________________________________
Roger Gladstone
Chairman of the Board and Chief
Executive Officer
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