Employment Agreement - IC ISAACS & CO INC - 3-30-2000

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Employment Agreement - IC ISAACS & CO INC - 3-30-2000 Powered By Docstoc
					Exhibit 10.69 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT BY AND BETWEEN I.C. ISAACS & COMPANY L.P. AND ROBERT J. ARNOT THIS AMENDMENT NO. 3, dated as of January 3, 2000, is made a part of that certain EXECUTIVE EMPLOYMENT AGREEMENT, dated as of May 15, 1997, by and between I. C. Isaacs & Company L.P. (the "Company") and Robert J. Arnot (the "Executive"), as amended by Amendment No. 1 dated as of August 27, 1998 and Amendment No. 2 dated as of February 11, 1999, (collectively, the "Agreement"). It is intended by the parties that the terms of this Amendment No. 3, to the extent that they are more specific than the terms contained in the Agreement, or to the extent that they should conflict with the terms contained in the Agreement, shall supersede the terms of the Agreement. Section numbers utilized in this Amendment No. 3 correspond, where applicable, to section numbers used in the Agreement. W I T N E S S E T H: Accordingly, in consideration of the mutual covenants and representations contained herein and the mutual benefits derived herefrom, the parties hereto agree as follows: 1. Paragraph 2 is hereby restated in its entirety as follows: 2. TERM. This Agreement shall begin May 15, 1997 and shall continue until May 15, 2002 (the "Employment Period"). Thereafter, this Agreement shall renew automatically from Employment Year to Employment Year, subject to the right of either party to terminate this Agreement as of the end of any Employment Year upon sixty (60) days' prior written notice to the other party. An "Employment Year" begins each May 15 and ends on the following May 15. 2. Paragraph 6 A is hereby restated in its entirety as follows: 6. DUTIES. A. During the term of this Agreement, the Executive shall serve as Chairman of the Board, Chief Executive Officer and President, have such powers and shall perform such duties as are incident and customary to his office, including those described in the Company's By-laws (as amended from time to time), and shall perform such additional executive and administrative duties and functions commensurate with such positions as from time to time shall be assigned to him by the Board of Directors of the Company. The Executive shall -1-

perform such additional duties and functions without separate compensation, unless otherwise authorized by the Board of Directors of the Company. 3. Paragraph 3 is hereby restated in its entirety as follows: 3. BASE SALARY. The Executive's base salary for each Employment Year under this Agreement (May 15, 1997 through May 15, 2002) shall be at the rate of Three Hundred Fifty Thousand Dollars ($350,000) per annum. Such base salary shall be increased to Four Hundred Thousand Dollars ($400,000) per annum for the remaining term of this Agreement after the Company achieves positive net earnings in two consecutive fiscal quarters. Such base salary may also be increased based on periodic reviews by the Compensation Committee of the Board of Directors. The Executive's base salary shall be paid throughout the year, in accordance with normal payroll practices of the Company. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 on the date first above written. I.C. ISAACS & COMPANY L.P. By: I.C. ISAACS & COMPANY, INC. its general partner
By: /s/ Eugene C. Wielepski ----------------------------------Eugene C. Wielepski, Vice President

EXECUTIVE
/s/ Robert J. Arnot -------------------------------------Robert J. Arnot

Exhibit 10.70 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT BY AND BETWEEN I.C. ISAACS & COMPANY L.P. AND EUGENE C. WIELEPSKI THIS AMENDMENT NO. 3, dated as of January 3, 2000, is made a part of that certain EXECUTIVE EMPLOYMENT AGREEMENT, dated as of May 15, 1997, by and between I. C. Isaacs & Company L.P. (the "Company") and Eugene C. Wielepski (the "Executive"), as amended by Amendment No. 1 dated as of August 27, 1998 and Amendment No. 2 dated as of February 11, 1999, (collectively, the "Agreement"). It is intended by the parties that the terms of this Amendment No. 3, to the extent that they are more specific than the terms contained in the Agreement, or to the extent that they should conflict with the terms contained in the Agreement, shall supersede the terms of the Agreement. Section numbers utilized in this Amendment No. 3 correspond, where applicable, to section numbers used in the Agreement. W I T N E S S E T H: Accordingly, in consideration of the mutual covenants and representations contained herein and the mutual benefits derived herefrom, the parties hereto agree as follows: 1. Paragraph 2 is hereby restated in its entirety as follows: 2. TERM. This Agreement shall begin May 15, 1997 and shall continue until May 15, 2001 (the "Employment Period"). Thereafter, this Agreement shall renew automatically from Employment Year to Employment Year, subject to the right of either party to terminate this Agreement as of the end of any Employment Year upon sixty (60) days' prior written notice to the other party. An "Employment Year" begins each May 15 and ends on the following May 15. 2. Paragraph 6 A is hereby restated in its entirety as follows: 6. DUTIES. A. During the term of this Agreement, the Executive shall serve as Vice President and Chief Financial Officer, have such powers and shall perform such duties as are incident and customary to his office, including those described in the Company's By-laws (as amended from time to time), and shall perform such additional executive and administrative duties and functions commensurate with such positions as from time to time shall be assigned to him by the Board of Directors of the Company. The Executive shall perform such additional duties and functions without

separate compensation, unless otherwise authorized by the Board of Directors of the Company. 3. Paragraph 3 is hereby restated in its entirety as follows: 3. BASE SALARY. The Executive's base salary for each Employment Year under this Agreement (May 15, 1997 through May 15, 2001) shall be at the rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum. Such base salary shall be increased to Two Hundred Thousand Dollars ($200,000) per annum for the remaining term of this Agreement after the Company achieves positive net earnings in two consecutive fiscal quarters. Such base salary may also be increased based on periodic reviews by the Compensation Committee of the Board of Directors. The Executive's base salary shall be paid throughout the year, in accordance with normal payroll practices of the Company. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 on the date first above written. I.C. ISAACS & COMPANY L.P.
By: I.C. ISAACS & COMPANY, INC. its general partner /s/ Robert J. Arnot -----------------------------------Robert J. Arnot, President

By:

EXECUTIVE
By: /s/ Eugene C. Wielepski -----------------------------------Eugene C. Wielepski

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Exhibit 10.71 December 31, 1999 G.I. Promotion Via Salvini 5 Milan Italy 20122 Re: GLOBAL SOURCING ARRANGEMENT Gentlemen: This letter summarizes the understandings between G.I. Promotions ("GIP"), and I.C. Isaacs & Company, L.P. ("Isaacs") with respect to certain global sourcing activities of Isaacs involving the production of garments branded with Marithe + Francois Girbaud ("GIRBAUD") trademarks for sale by GIRBAUD licensees other than Isaacs. 1. GIP, because of the personality of its founders, its designers, its original trademark policy and the quality of its techniques, has acquired worldwide fame and prestige in the fashion design industry and has crystallized a growing and faithful clientele. 2. Moreover, GIP has the rights to use certain drawings and models for fashion apparel, particularly those for products distributed under the name "MARITHE + FRANCOIS GIRBAUD" and related trademarks (the "Trademark"). 3. Isaacs has significant garment production and sourcing experience as a result of its longstanding manufacturing activities in Asia, the Middle East, Mexico, Europe and the United States, including with respect to GIRBAUDbranded apparel which it manufactures for distribution in the United States, Puerto Rico and certain Central and South American countries. 4. We understand that GIP wishes Isaacs to make its sourcing and product development expertise available to third parties who have a Jeans and Casual license from GIP or a GIP affiliate to manufacture and distribute GIRBAUD-branded garments. Isaacs is pleased to make available such assistance to GIRBAUD-brand licensees. This assistance may include: - consultation and coordination regarding product development - exchange of technical specifications (design, fabrication, trim, fit and fabric) - identification of manufacturing sources and agents o negotiation of product pricing and delivery - access to product samples and arranging for production of selling samples - assistance in quality control This assistance may be provided by Isaacs directly or through an affiliate or an agent of Isaacs. Isaacs' assistance applies only to garment designs which are a part of Isaacs' GIRBAUD product line unless otherwise agreed to by Isaacs on a case-by-case basis. 5. With respect to the activities described in this Agreement and independently of their corporate name, Isaacs or an Isaacs affiliate designated by Isaacs (such as I.C. Isaacs Far East Ltd.) shall trade under the name "GIRBAUD Global Sourcing" in the form of letterhead reasonably approved by GIP. 6. GIP and/or its affiliates will make reasonable efforts to encourage GIRBAUD licensees to take advantage of the product sourcing assistance available through Isaacs. 1

Isaacs agrees to cooperate with GIP and its affiliates in promoting the availability of such assistance. The parties will have a meeting at least every six months while this arrangement is in effect to discuss the activities undertaken under this arrangement and exchange views on ways of enhancing the services available to licensees hereunder. GIP or its affiliates will provide periodic technical and product development assistance in Hong Kong or another mutually agreed site at least twice each year. 7. Isaacs will be responsible for coordination of product production with each manufacturer under this arrangement and will provide the global sourcing assistance on a fee basis based on each production/manufacturing arrangement established by or on behalf of Isaacs by an agency for a GIRBAUD licensee. Isaacs will transmit to the licensee the pricing per product units requested and the available delivery schedule, and will obtain manufacturers' confirmation of each order. Purchase orders will be issued directly by a licensee to the manufacturer or agent. Licensees will be responsible for opening any required letters of credit or other evidence of payment availability. 8. In each case, a licensee's product pricing, as quoted to the licensee by Isaacs, will include a "facilitation fee" in the amount of Seven Percent (7%) of the total FOB pricing for each order shipped to a licensee. The manufacturer or agent will be responsible for collecting from licensees amounts due for products including the facilitation fee, and for remitting the facilitation fee to Isaacs or its designee. As its fee, Isaacs or its designee will be entitled to Five Percent (5%) of the total FOB pricing for each order shipped to a licensee under this arrangement. GIP or its designee will be entitled to Two Percent (2%) of the total FOB pricing for each order shipped to a licensee under this arrangement. 9. Calculation of fees payable to GIP under this arrangement will be on a net basis, based on amounts actually collected by Isaacs or an affiliate and exclusive of taxes and other governmental levies. Isaacs will provide within 30 days after the end of each calendar quarter a statement of the activities undertaken under this global sourcing arrangement such report to be duly verified and signed by a company officer, including a documented description of the amount and FOB pricing of all products. GIP may audit once each calendar year on a confidential basis the records of Isaacs and its affiliates with respect to the payments made under this arrangement to ensure their accuracy. 10. The product sourcing services described above do not include on-going supervision with respect to the production of the garments, design services, garment quality inspections, or product export/forwarding handling. As requested, Isaacs will arrange for an agent, or an outside service, to provide these services on a case-by-case basis at the expense of the licensee. 11. Unless otherwise agreed to by Isaacs in writing on a case-by case basis, each licensee is responsible directly for the costs associated with any agent engaged for the purpose of conducting garment inspection and other dayto-day activities with respect to the product manufacturing process in any country and for the payment to the product source(s) of all production costs and product prices, including charges for production of selling samples. Isaacs will not be extending credit to licensees and will act only as an independent service contractor with respect to each licensee to whom it provides product sourcing assistance. 12. Both parties understand that there is no guarantee that Isaacs' product sourcing assistance will result in all cases in securing manufacturers for products or in receiving competitive pricing for such products by the manufacturer. Neither party will make any warranties or guarantees to licensees with respect to the product sourcing services and all express and implied warranties, by law or otherwise, are disclaimed hereby. The parties agree that they will not seek any consequential, indirect or incidental damages against each other for any matter arising under this arrangement. 13. Isaacs may in its discretion decline to render sourcing assistance to a GIRBAUD licensee in the event (i) legal, political or financial conditions reasonably suggest that such activities may expose Isaacs or GIP or their respective affiliates to liability, (ii) the 2

licensee imitates the product designs provided by Isaacs or otherwise violates the intellectual properly rights of GIP, (iii) has delinquent accounts with the manufacturers or an unacceptable payment history, or (iv) the licensee otherwise acts in a manner that would, in Isaacs' reasonable opinion, damage the reputation or business relationships of GIP or Isaacs. 14. The parties agree that information relating to Isaacs' manufacturing, supply and production sources, including supplier information, delivery strategies, cost components, production plans and the terms of this undertaking between the parties are confidential information of Isaacs and its affiliates. As such, the parties will not disclose such information or any part thereof to the licensees or any other party. Licensees will not be permitted to place orders directly with Isaacs' manufacturers, agents and suppliers other than through the processes contemplated hereunder. 15. Any knowledge which Isaacs should acquire of the know-how of GIP and its designers, of its fabric creations, of the treatment and assembling which constitute trade secrets shall not be used by Isaacs outside the scope of this Agreement, or for the benefit of a third party (other than Isaacs' agents and third manufacturer with respect to the activities contemplated hereunder) without the prior express written authorization of GIP. 16. The term of the undertakings described in this letter will commence on the date of GIP's acceptance of this letter and will end on December 31, 2003 unless sooner terminated as a result of the early termination of thc license agreement between Isaacs and Latitude Licensing, Inc. (the `License Agreement"), or otherwise by agreement of the parties. This agreement may be renewed by either party for a period of two years if that party is not in breach of this Agreement at the time and the License Agreement has not been terminated. 17. This Agreement may be terminated with immediate effect, by either party, by written notice sent to the other party, Certified Mail Return Receipt Requested, this without any legal or other formalities in case of any default by the other party of any of the obligations under this agreement that has remained without cure for thirty (30) days, at the latest, after notification to the defaulting party, via Certified Mail Return Receipt Requested. 18. Upon the termination of this Agreement for any reason or its expiration, Isaacs agrees to forward to GIP via Certified Mail Return Receipt Requested a detailed and complete report of pending activities under this Agreement; and a detailed report of pending orders as of that date. Upon termination, Isaacs may see to completion the production of products which are subject to accepted orders from licensees as of the effective date of termination. 19. This Agreement has been executed by G.I. Promotion in consideration of the implication and expertise of Bob Arnot in the sourcing activities. 20. This Agreement is controlled and shall be interpreted in accordance with the laws of the State of New York, excluding its conflict of laws provisions. 3

We are looking forward to a productive relationship as described above. Sincerely,
By: /s/ Robert J. Arnot ----------------------------------------------Robert Arnot, Chairman/CEO I.C. Isaacs & Company, Inc., as general partner Of I.C. Isaacs & Company, L.P.

Agreed to:
By: /s/ Olivier Bachellerie ----------------------------------------------G.I. Promotion

Title: President ----------------------------------------------Date: 28 Decembre 1999 -----------------------------------------------

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LICENSE AGREEMENT AGREEMENT effective on January 1, 2000 by and between WURZBURG HOLDING SA, a company organized and existing under the laws of Luxembourg, having its headquarters at 134 Boulevard de la Perusse, L2330 Luxembourg (hereinafter the "Licensor"). and I.C. ISAACS & COMPANY L.P., a Delaware limited partnership having its offices at 350 - 5th Avenue, Suite 1029, New York, NY 10118 (hereinafter the "Licensee"). WHEREAS, GI PROMOTION and I.C. ISAACS & COMPANY L.P. are entering today into a letter agreement for the provision by Isaacs and its affiliates of certain manufacturing and product sourcing services to licensees ("licensees") of the "MARITHE + FRANCOIS GIRBAUD" trademarks (the "Sourcing Agreement"). 1. GRANT Licensor hereby grants to Licensee, for the term of this Agreement a license in connection with the efforts of Licensor, directly or through its affiliates and agents to produce or arrange for the production of products to be shipped to licensees within the Territory as hereinafter defined: (a) To use and display the use of the words "MARITHE + FRANCOIS GIRBAUD" and related trademarks owned by Licensor (the "Trademark"); (b) To use Licensor's know-how and trade secrets in connection with the services to be provided by Licensee directly or through its affiliates and agents with respect to the Products. (c) Under the assumed name ""GIRBAUD Global Sourcing" to operate its business or that of an affiliate (including I.C. Isaacs Far East Ltd.) as it relates to the Sourcing Agreement. 2. TERRITORY The License herein granted shall be limited to the countries where authorized MARITHE + FRANCOIS GIRBAUD licensees are located (the "Territory"). In the event the Sourcing Agreement is extended by the parties in accordance with its terms, this Agreement shall be similarly extended. 1

3. USE OF THE TRADEMARK Licensee shall use the Trademark as specified in this Agreement, only with respect to the services to be provided by Licensee or its affiliates and agents with respect to products to be sold exclusively to authorized MARITHE + FRANCOIS GIRBAUD licensees and in countries where such licensees are located. 4. TERM This Agreement shall commence and become effective on January 1, 2000 and shall expire three (3) years thereafter unless sooner terminated as hereinafter provided. 5. ROYALTIES 5.1 As compensation for the rights granted in this Agreement, during the term hereof, Licensee shall pay to Licensor Royalties in an amount of one percent (1%) of the FOB price invoiced by Licensee or third party manufacturers and agents to the purchasers of the MARITHE + FRANCOIS GIRBAUD products pursuant to the Sourcing Agreement. 5.2 Licensee shall pay to Licensor the Royalties within 30 days of the end of each calendar quarter. Calculation of payments shall be in accordance with the provisions of the Sourcing Agreement. 6. THE TRADEMARK 6.1 Licensee acknowledges that Licensor is the sole and rightful holder of all rights, title and interest in the Trademark and shall not claim any title to or right to use the Trademark or any variation thereof except as expressly set forth in and pursuant to this Agreement. The use of the Trademark as specified in this Agreement shall be for the benefit of Licensor, and shall not vest in Licensee any title to or right or presumptive right to expand or continue such use. Licensor reserves all rights to the Trademark except as specifically granted herein to Licensee and may exercise such rights at any time. Licensee shall not question, attack, contest or otherwise impugn the validity of the Trademark, its registration(s), Licensor's proprietary rights therein nor Licensor's rights in the designs to be provided pursuant to the terms hereof including, but not limited to, any action brought seeking to enforce the terms of this Agreement. 6.2 Licensee shall cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Trademark. Licensor shall execute deliver and/or file any and all documents and do all other acts and things which Licensee reasonably requests to make fully effective or to implement the provisions of this Agreement relating to the ownership of registration of the Trademark. 7. QUALITY CONTROL INSPECTION In order to preserve and enhance the quality and goodwill attaching to the Trademark, Licensor or its designated representative may, upon reasonable notice and 2

during normal business hours, inspect a reasonable quantity of samples of items bearing the Trademark manufactured and/or distributed by Licensee or its affiliates and agents pursuant to the Sourcing Agreement. Licensor reserves the right to inspect the production facilities of Licensee at reasonable times upon reasonable notice. 8. PROTECTION OF THE TRADEMARK Licensee shall promptly notify Licensor, in writing, of any infringement, threatened infringement, or otherwise unauthorized use or threatened use of the Trademark, or confusingly similar trademark or tradenames, whether in connection with the Products or otherwise, of which it may have knowledge or suspicion. In the event of an infringement, threatened infringement, or otherwise unauthorized use of the Trademark, or confusingly similar trademark or tradenames, Licensee shall take such immediate action as may reasonably be necessary to protect the Trademark and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required and Licensor shall respond promptly to any notification by Licensee or a matter within this section and shall promptly determine how it wishes to proceed in the matter. Licensor shall, in its discretion and in reasonable on-going consultation with Licensee, decide what action shall be taken, including any application for injunctive relief, and shall designate counsel reasonably acceptable to Licensee for such purpose. Licensee shall pay one half of the cost and expense incurred in the legal defense or settlement of such action and, in the event of an award or other payment of monetary damages, the proceeds thereof shall be shared pro-rata to the expenses and costs paid by the parties. For purposes of clarification, this agreement of Licensee to pay certain costs and expenses relates only to actions necessary as a result of the activities contemplated under the Sourcing Agreement and not to Licensor's general policing and enforcement of its trademark rights. Licensee shall abide by regulations, laws and practices in force or use in the Territory in order to safeguard Licensor's rights to the Trademark. 9. TERMINATION 9.1 This Agreement shall be automatically terminated without any action necessary, if for any reason, the Sourcing Agreement is terminated. 9.2 This Agreement may be terminated with immediate effect, by either party by written notice sent to the other party, Certified Mail, Return Receipt Requested, this without any legal or other formalities in case of any default by the other party of any of the obligations under this Agreement that has remained without effect for thirty (30) days, at the latest, after notification to the defaulting party, via Certified Mail, Return Receipt Requested. 9.3 Upon any termination hereof, Licensee and its affiliates and agents will be able to complete the fulfillment and processing of accepted orders by licensees for products bearing Trademarks and to complete product production efforts thereunder. 3

10. GOVERNING LAW AND JURISDICTION This Agreement shall be construed, and interpreted in accordance with and as governed by the laws of Luxembourg without regard to the conflict of laws provisions thereof. All matters in controversy shall be adjudicated before the appropriate courts of Luxembourg. 11. RELATIONSHIP Nothing herein shall create or be deemed to create any agency, partnership, joint venture or other similar relationship between the parties hereto. Licensee shall not represent itself as the legal representative, agent or partner of Licensor and, shall have no right to create or assume any obligations express or implied, on behalf of Licensor. Nothing herein is intended to affect, expand, limit, or amend any rights and obligations existing under the License Agreements between License and Latitude Licensing, Inc. 12. REVERSION OF RIGHTS AND TERRITORIES Upon the expiration or earlier termination of this Agreement, all rights with respect to the Trademark, and Territory shall immediately revert to Licensor subject to Section 9.3 above. 13. INDEMNIFICATION Licensee does hereby indemnify and hold harmless Licensor from and against any and all losses, liability, damages and expenses (including reasonable attorneys' fees and expenses) which it may incur or be obligated to pay as a result of or in defending any action, claim or proceeding by an unaffiliated third-party against Licensor, for or by reason of any acts or omissions committed or suffered by Licensee or its employees (but not by third party manufacturers or agents) in connection with Licensee's performance of this Agreement.
WURZBURG HOLDING SA I.C. ISAACS & COMPANY L.P.

/s/ Rene Faltz -----------------------Name: Rene Faltz Title: Director

By:

By: I.C. Isaacs & Company, Inc.

/s/ Robert J. Arnot ------------------------Name: Robert J. Arnot Title: General Partner /s/ Yves Schmit ----------------------Name: Yves Schmit Title: Director By:

By:

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Exhibit 23.01 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors I.C. Isaacs & Company, Inc. We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-63871) of our report dated March 3, 2000 relating to the consolidated financial statements and schedule of I.C. Isaacs & Company, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. BDO Seidman, LLP Washington, D.C. March , 2000

ARTICLE 5 This Schedule contains summary financial information extracted from the Consolidated Balance Sheets of I.C. Isaacs Company Inc and subsidiaries as of December 31, 1998 and 1999 and the consolidated statements of operations for each of the years in the three year period ending December 31, 1999.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1997 DEC 31 1997 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 161,445,362 161,445,362 109,693,828 35,548,692 (19,046) 1,739,865 2,388,177 13,698,984 (1,349,000) 15,047,984 0 0 0 15,047,984 3.68 3.68

YEAR DEC 31 1998 DEC 31 1998 1,345,595 0 16,257,501 (1,353,000) 23,121,971 42,053,872 16,608,462 (13,360,816) 59,046,143 10,476,813 0 0 0 834 37,312,238 59,046,143 113,720,799 113,720,799 90,660,582 37,427,736 (663,110) 1,594,925 1,707,140 (15,441,549) 1,351,000 (16,792,549) 0 0 0 (16,792,549) (2.15) (2.15)

YEAR DEC 31 1999 DEC 31 1999 1,193,093 0 11,675,550 (725,000) 18,201,323 30,994,755 15,024,662 (11,720,150) 40,435,231 8,384,541 0 2,000,000 0 834 27,749,856 40,435,231 84,525,372 84,525,372 61,694,122 31,470,244 (192,134) 1,022,828 1,655,522 (10,102,382) 110,000 (10,212,382) 0 0 0 (10,212,382) (1.47) (1.47)