-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APws4fI1NAyOsmBYETM9dWBfyKFPCwE0ki3qDueYYomV38G2SNWRRqu/3i4NKO+u 7aFln1+espCcqAH7Dkx+GQ== 0000950134-03-003013.txt : 20030224 0000950134-03-003013.hdr.sgml : 20030224 20030224171542 ACCESSION NUMBER: 0000950134-03-003013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20030224 GROUP MEMBERS: BREEZE FAMILY LLC GROUP MEMBERS: CRM REVOCABLE TRUST GROUP MEMBERS: CRM-008 TRUST GROUP MEMBERS: HARRIS FAMILY LLC GROUP MEMBERS: JANICE L BREEZE-MOLLO GROUP MEMBERS: JEFFREY R HARRIS GROUP MEMBERS: JLM REVOCABLE TRUST GROUP MEMBERS: JLM-008 TRUST GROUP MEMBERS: JOHN R HARRIS & TIMOTHY D HARRIS IRREVOCABLE TRUST GROUP MEMBERS: LA LUZ ENTERPRISES LLC GROUP MEMBERS: LA LUZ ENTERPRISES-II LLC GROUP MEMBERS: MOLLO FAMILY LLC GROUP MEMBERS: NEW HORIZONS ENTERPRISES INC GROUP MEMBERS: NEW VISTAS INVESTMENTS CORP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOLLO CHARLES R CENTRAL INDEX KEY: 0001118491 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7955 E REDFIELD RD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 MAIL ADDRESS: STREET 1: 7955 E REDFIELD RD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOBILITY ELECTRONICS INC CENTRAL INDEX KEY: 0001075656 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 860843914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60065 FILM NUMBER: 03578014 BUSINESS ADDRESS: STREET 1: 7955 E REDFIELD RD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4805960061 MAIL ADDRESS: STREET 1: 7955 EAST REDFIELD ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 SC 13D 1 d03170sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MOBILITY ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 60741U101 - -------------------------------------------------------------------------------- (CUSIP Number) Joan W. Brubacher 17800 N. Perimeter Drive, Suite 200 Scottsdale, Arizona 85255 (480) 596-0061 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Richard F. Dahlson Jackson Walker L.L.P. 2435 N. Central Expressway, Suite 600 Dallas, Texas 75080 (972) 744-2900 February 14, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d(f) or 240.13d(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON CHARLES R. MOLLO INDIVIDUALLY, AS SOLE MANAGER OF LA LUZ ENTERPRISES, L.L.C.; AS MANAGER OF MOLLO FAMILY LLC; AS CO-TRUSTEE AND BENEFICIARY OF THE CRM-008 TRUST; AS CO-TRUSTEE OF THE JLM-008 TRUST; AND AS CO-TRUSTEE OF THE JOHN R. HARRIS AND TIMOTHY D. HARRIS IRREVOCABLE TRUST.(1) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF Mr. Mollo has actual sole voting and dispositive power for the shares set forth below. Because the Reporting Persons SHARES are filing this Schedule as a group and may be deemed to beneficially own these shares, the other Reporting Persons BENEFICIALLY have disclosed that they may be deemed to have shared voting and dispositive power over these shares. OWNED BY 316,645 (includes 130,434 shares that may be purchased by EACH Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the REPORTING CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee PERSON for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New WITH Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC.) ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,280,503 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. ----------------------------------------------------------------- -2- ----------------------------------------------------------------- Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. ----------------------------------------------------------------- -3- ----------------------------------------------------------------- La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 316,645 as set forth in 7 above. ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,280,503 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Charles R. Mollo previously filed a Schedule 13G pursuant to Rule 13d-1(d) on July 10, 2002. -4- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JANICE L. BREEZE-MOLLO INDIVIDUALLY, AS SOLE MANAGER OF LA LUZ ENTERPRISES-II, L.L.C.; AS MANAGER OF BREEZE FAMILY LLC; AS CO-TRUSTEE OF THE CRM-008 TRUST; AS CO-TRUSTEE AND BENEFICIARY OF THE JLM-008 TRUST; AND AS DIRECTOR OF NEW VISTAS INVESTMENTS CORPORATION (1) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES Ms. Breeze-Mollo has actual sole voting and dispositive BENEFICIALLY power for the shares set forth below. Because the Reporting OWNED BY Persons are filing this Schedule as a group and may be EACH deemed to beneficially own these shares, the other Reporting REPORTING Persons have disclosed that they may be deemed to PERSON have shared voting and dispositive power over these shares. WITH 59,687 (includes 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Janice L. Breeze; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family.) ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,537,461 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for ----------------------------------------------------------------- 5 the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is ----------------------------------------------------------------- 6 ----------------------------------------------------------------- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 59,687 as set forth in 7 above. ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,537,461 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- (1) Janice L. Breeze-Mollo previously filed a Schedule 13G pursuant to Rule 13d-1(d) on July 10, 2002. 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JEFFREY R. HARRIS INDIVIDUALLY, AS THE DIRECTOR, PRESIDENT AND AS AN OWNER OF NEW HORIZONS ENTERPRISES, INC.; AS THE MANAGER OF HARRIS FAMILY LLC; AND AS AN OWNER AND A DIRECTOR OF NEW VISTAS INVESTMENTS CORPORATION. (1) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF Mr. Harris has actual sole voting and dispositive power for SHARES the shares set forth below. Because the Reporting Persons are filing this Schedule as a group and may be deemed to BENEFICIALLY beneficially own these shares, the other Reporting Persons have disclosed that they may be deemed to have shared voting OWNED BY EACH and dispositive power over these shares. REPORTING 265,698 (includes 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options PERSON granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned WITH directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC.) ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,331,450 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. - 8 - Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. - 9 - La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 265,698 as set forth in 7 above. ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,331,450 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Jeffrey R. Harris previously filed a Schedule 13G pursuant to Rule 13d-1(d) on July 10, 2002. - 10 - 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRM-008 TRUST - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole - 11 - voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is - 12 - the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- - 13 - - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JLM-008 TRUST - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole - 13 - voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is - 14 - the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- - 15 - - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NEW HORIZONS ENTERPRISES, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(a) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole - 16 - voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is - 17 - the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- - 18 - - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NEW VISTAS INVESTMENTS CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -19- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, -20- which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -21- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LA LUZ ENTERPRISES, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -22- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is -23- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -24- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LA LUZ ENTERPRISES-II, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -25- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is -26- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -27- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BREEZE FAMILY, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -28- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is -29- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -30- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mollo Family, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -31- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is -32- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -33- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Harris and Timothy D. Harris Irrevocable Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -34- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is -35- the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- -36- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harris Family LLC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -37- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, -38- which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -39- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JLM Revocable Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -40- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, -41- which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- -42- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRM Revocable Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 2,597,148 The following Reporting Persons have actual sole voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo beneficially owns 316,645 shares over which he has actual sole voting and dispositive power, which shares include 130,434 shares that may be purchased by Mr. Mollo upon the exercise of options granted under the Mobility 1996 Stock Option Plan; 8,000 shares owned by the CRM Revocable Trust of which Mr. Mollo is the trustee; 21,800 shares held by Guarantee & Trust Company as trustee for the benefit of Mr. Mollo's IRA; 4,900 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation Pension Plan for the benefit of Mr. Mollo; 9,600 shares held by Guarantee & Trust Company as trustee for the benefit of New Vistas Investment Corporation PSP for the benefit of Mr. Mollo; 9,041 shares held at Delaware Trust for the benefit of Mr. Mollo; 116,047 shares owned by Mollo Family LLC of which the CRM Revocable Trust owns 10% and Mr. Mollo is the manager; and 16,823 shares that may be purchased upon the exercise of warrants owned by Mollo Family LLC. Ms. Breeze-Mollo beneficially owns 59,687 shares over which she has actual sole -43- voting and dispositive power, which shares include 14,696 shares owned by the JLM Revocable Trust of which Ms. Breeze-Mollo is the trustee; 6,468 shares held at Alex Brown for the benefit of Ms. Breeze-Mollo; 30,966 shares held by the Breeze Family LLC of which Ms. Breeze-Mollo is the sole manager; and 7,557 shares that may be purchased upon the exercise of warrants owned by the Breeze Family LLC. Mr. Harris beneficially owns 265,698 shares over which he has actual sole voting and dispositive power, which shares include 36,403 shares owned directly by Mr. Harris; 43,625 shares purchasable pursuant to options granted under Mobility 1996 Stock Option Plan; 27,647 shares that may be purchased upon the exercise of warrants owned directly by Mr. Harris; 17,761 shares that may be received upon the conversion of 16,666 shares of Series C preferred stock owned directly by Mr. Harris; 58,823 shares that may be received upon conversion of 58,823 shares of Series F preferred stock owned directly by Mr. Harris; 6,742 shares held in Delaware Trust for the benefit of Mr. Harris; 4,442 shares that may be received upon the conversion of 4,168 shares of Series C held in Delaware Trust for the benefit of Mr. Harris; 60,578 shares owned by Harris Family LLC of which Mr. Harris owns 10% and is the manager; and 9,677 shares that may be purchased upon the exercise of warrants owned by Harris Family LLC. The following Reporting Persons have actual shared voting and dispositive power for the shares set forth below. Because the Reporting Person named in this cover page is filing this Schedule as a member of a group, the Reporting Person is disclosing that they have shared voting and dispositive power over these shares and may be deemed to beneficially own these shares. Mr. Mollo and Ms. Breeze-Mollo share voting and dispositive power over 185,441 shares, which shares include 12,500 shares that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo; and 55,294 shares that may be purchased upon the exercise of warrants that they hold as joint tenants with right of survivorship with Ms. Breeze-Mollo. The CRM-008 Trust has voting and dispositive power over 86,470 shares, which shares include 58,823 shares that may be received upon the conversion of 58,823 shares of Series F preferred stock it owns and 27,647 shares that may be purchased upon the exercise of warrants that it owns. The CRM-008 Trust shares such power with Ms. Breeze-Mollo, who is a co-trustee of the trust, and Mr. Mollo, who is a co-trustee and beneficiary of the trust. La Luz Enterprises, L.L.C. has voting and dispositive power over 266,500 shares, which shares include 231,864 shares that it owns and 34,636 shares that may be received upon the conversion of 32,501 shares of Series C preferred stock that it owns. La Luz Enterprises, L.L.C. shares such power with the CRM-008 Trust, which is the sole owner of La Luz Enterprises, L.L.C.; Mr. Mollo, who is the sole manager of La Luz Enterprises, L.L.C. and a co-trustee and beneficiary of the CRM-008 Trust; and Ms. Breeze-Mollo, who is a co-trustee of the CRM-008 Trust. La Luz Enterprises-II, L.L.C. has voting and dispositive power over 28,109 shares, -44- which shares include 22,780 shares that it owns and 5,329 shares that may be received upon the conversion of 5,000 shares of Series C preferred stock that it owns. La Luz Enterprises-II, L.L.C. shares such power with the JLM-008 Trust, which is the sole owner of La Luz Enterprises-II, L.L.C.; Ms. Breeze-Mollo, who is the sole manager of La Luz Enterprises-II, L.L.C. and a co-trustee and beneficiary of the JLM-008 Trust; and Mr. Mollo, who is a co-trustee of the JLM-008 Trust. New Horizons Enterprises, Inc. has voting and dispositive power over 411,768 shares, which shares include 238,827 shares that it owns; 117,647 shares that may be received upon the conversion of 117,647 shares of Series F preferred stock that it owns; and 55,294 shares that may be purchased upon the exercise of warrants that it owns. New Horizons Enterprises, Inc. shares such power with the CRM-008 Trust, which owns 49% of the company; the JLM-008 Trust, which owns approximately 24.99% of the company; Mr. Mollo and Ms. Breeze-Mollo, who are co-trustees of both the JLM-008 Trust and the CRM-008 Trust; and Mr. Harris, who owns 26% of New Horizons Enterprises, Inc. and is the director and President of the company. New Vistas Investment Corporation has voting and dispositive power over 941,830 shares, which shares include 379,062 shares that it owns; 151,642 shares that may be received upon the conversion of 142,293 shares of Series C preferred stock that it owns; 264,705 shares that may be received upon the conversion of 264,705 shares of Series F preferred stock that it owns; and 146,421 shares may be purchased upon the exercise of warrants that it owns. New Vistas Investment Corporation shares such power with the CRM-008 Trust, which owns approximately 43% of the company; the JLM-008 Trust, which owns approximately 18% of the company; Mr. Mollo who is a co-trustee of both the JLM-008 Trust and the CRM-008 Trust; Mr. Harris, who owns approximately 20% of New Vistas Investment Corporation and is a director and President of the company; and Ms. Breeze-Mollo, who is a director and Vice President of New Vistas Investment Corporation and a co-trustee of both the JLM-008 Trust and the CRM-008 Trust. The John R. Harris and Timothy D. Harris Irrevocable Trust has voting and dispositive power over 35,000 shares that it owns. The John R. Harris and Timothy D. Harris Irrevocable Trust shares such power with Mr. Mollo, a co-trustee of the trust. - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,597,148 as set forth in 8 above. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,597,148 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (Percentage ownership is based on the following shares outstanding as of January 17, 2003: 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1.) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- -45- ITEM 1. SECURITY AND ISSUER. The title and class of equity securities to which this Schedule relates is the common stock, $0.01 par value per share, (the "Stock") of Mobility Electronics, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 17800 North Perimeter Drive, Suite 200, Scottsdale, Arizona 85255. Shares of the Issuer's Series C, E and F preferred stock vote on as-converted basis. As of January 17, 2003 there were 20,375,738 shares of common stock outstanding; 550,212 shares of Series C preferred stock, which converts to 586,361 shares of common stock using a conversion factor of 1-to-1.06570; 865,051 shares of Series E preferred stock, which converts to 865,051 shares of common stock using a conversion factor of 1-to-1; and 729,407 shares of Series F preferred stock, which converts to 729,407 shares of common stock using a conversion factor of 1-to-1. Beneficial ownership has been calculated on an as-converted basis to reflect the beneficial voting power of each Reporting Person. ITEM 2. IDENTITY AND BACKGROUND. Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13D Statement is hereby filed by the following persons (collectively, the "Reporting Persons"): Charles R. Mollo, a United States citizen ("Mr. Mollo"); Janice L. Breeze-Mollo, a United States citizen ("Ms. Breeze-Mollo"); Jeffrey R. Harris, a United States Citizen ("Mr. Harris"); CRM-008 Trust, an Arizona trust; JLM-008 Trust, an Arizona trust; New Horizons Enterprises, Inc., a New Mexico corporation ("New Horizons"); New Vistas Investments Corporation, a New Mexico corporation ("New Vistas"); La Luz Enterprises, L.L.C., an Arizona limited liability company ("La Luz"); La Luz Enterprises-II, L.L.C., an Arizona limited liability company ("La Luz II"); Breeze Family LLC, a New Mexico limited liability company ("Breeze Family LLC); Mollo Family LLC, is a New Mexico limited liability company ("Mollo Family LLC"); John R. Harris and Timothy D. Harris Irrevocable Trust, a New Mexico trust ("Harris Trust"); Harris Family LLC, a New Mexico limited liability company ("Harris Family LLC"); JLM Revocable Trust, a New Mexico trust ("JLM Trust"); and CRM Revocable Trust, a New Mexico trust ("CRM Trust"). The Reporting Persons have decided to file as a "group" within the meaning of Section 13(d)(3) of the Act, as evidenced by the Joint Filing and Group Agreement, an agreement entered into by all Reporting Persons on February 14, 2003, which agreement is included as Exhibit B. Several of the foregoing Reporting Persons would not be required to file a Schedule 13-D or the short-form 13-G if they did not file as a group. In order to provide a comprehensive picture of the Reporting Persons' beneficial ownership, they have determined to file together on this Schedule 13-D. Prior to this filing Mr. Mollo, Ms. Breeze-Mollo and Mr. Harris filed separate 13-G's. Although some Reporting Persons have actual sole and dispositive power over certain shares that they beneficially own, the other Reporting Persons are disclosing that they have shared voting and dispositive power over those shares and may be deemed to beneficially own those shares because the Reporting Persons are filing collectively as a group. 46 The principal business or employment of Mr. Mollo is Chief Executive Officer and President of the Issuer. The principal address of Mr. Mollo is 17800 North Perimeter Drive, Suite 200, Scottsdale, Arizona 85255. Mr. Mollo is the husband of Ms. Breeze-Mollo. The principal business or employment of Ms. Breeze-Mollo is as a director and Vice President of New Vistas. The principal address of Ms. Breeze-Mollo is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Ms. Breeze-Mollo is the wife of Mr. Charles Mollo. The principal business or employment of Mr. Harris is as President of New Vistas. The principal address of Mr. Harris is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. CRM-008 Trust is an Arizona irrevocable trust, the principal business of which is to invest in assets. The principal business address of CRM-008 Trust, which also serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Mollo and Ms. Breeze-Mollo are co-trustees of the CRM-008 Trust and Mr. Mollo is a beneficiary of the CRM-008 Trust. JLM-008 Trust is an Arizona irrevocable trust, the principal business of which is to invest in assets. The principal business address of JLM-008 Trust, which also serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Mollo and Ms. Breeze-Mollo are co-trustees of the JLM-008 Trust and Ms. Breeze-Mollo is a beneficiary of the JLM-008 Trust. New Horizons is a New Mexico corporation, the principal business of which is to invest in assets. The principal business address of New Horizons, which also serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. The CRM-008 Trust owns 49%, the JLM-008 Trust owns approximately 24.99% and Mr. Jeffrey Harris owns 26% of New Horizons. Mr. Harris is the sole director and president of New Horizons. New Vistas is a New Mexico corporation, the principal business of which is to purchase, develop and manage real estate. The principal business address of New Vistas, which also serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. The CRM-008 Trust owns approximately 43%, the JLM-008 Trust owns approximately 18.5% and Mr. Jeffrey Harris owns approximately 20% of New Vistas. Mr. Harris and Ms. Breeze-Mollo are the directors of New Vistas, and Mr. Harris is also the president of New Vistas. La Luz is an Arizona limited liability company, the principal business of which is to hold property for business ventures and investment. The principal business address of La Luz, which also serves as its principal office, is 301 East Virginia Avenue, Suite 3300, Phoenix Arizona, 85004. The CRM-008 Trust is the sole owner of La Luz. Mr. Mollo is the sole manager of La Luz. La Luz II is an Arizona limited liability company, the principal business of which is to hold property for business ventures and investment. The principal business address of La Luz II, which also serves as its principal office, is 301 East Virginia Avenue, Suite 3300, Phoenix Arizona, 85004. The JLM-008 Trust is the sole owner of La Luz II. Ms. Breeze-Mollo is the sole manager of La Luz II. 47 Breeze Family LLC is a New Mexico limited liability company, the principal business of which is to purchase, own, hold, trade and sell investment property. The principal business address of Breeze Family LLC, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Ms. Breeze-Mollo is the manager. Mollo Family LLC is a New Mexico limited liability company, the principal business of which is to purchase, own, hold, trade and sell investment property. The principal business address of Mollo Family LLC, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Mollo is the manager. Harris Trust is a New Mexico trust, the principal business of which is to invest in property for the benefit of the trust beneficiaries. The principal business address of Harris Trust, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Mollo is a co-trustee. Harris Family LLC is a New Mexico limited liability company, the principal business of which is to purchase, own, hold, trade and sell investment property. The principal business address of Harris Family LLC, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Harris is the manager. JLM Trust is a New Mexico trust, the principal business of which is to invest in assets. The principal business address of JLM Trust, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Ms. Breeze-Mollo is the trustee. CRM Trust is a New Mexico trust, the principal business of which is to invest in assets. The principal business address of CRM Trust, which serves as its principal office, is 5528 Eubank Blvd. NE, Suite 3, Albuquerque, New Mexico 87111. Mr. Mollo is the trustee. During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Schedule is filed pursuant to a Joint Filing and Group Agreement wherein the Reporting Persons have agreed to file this Schedule jointly as a group. No funds were used by the Reporting Persons in connection with entering into the Joint Filing and Group Agreement. 48 ITEM 4. PURPOSE OF TRANSACTION. The shares of Stock set forth in Item 3 were acquired by the Reporting Persons for the purpose of investment. The Reporting Persons intend to continue to evaluate the Issuer's business, prospects and financial condition, the market for the Stock, monetary and stock market conditions and other further developments. As a part of such evaluation, one or more of the Reporting Persons may participate in meetings or hold discussions with the Issuer's management, other security holders of the Issuer and other persons in which the Reporting Persons may express their views with respect to potential changes in the operations, assets, capital structure or ownership of the Issuer. Such expression of views may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Depending upon, among other things, the factors set forth above, the Reporting Persons reserve the right to (i) dispose of all or part of their investment in the Stock at any time, (ii) acquire additional equity securities of the Issuer or its affiliates by tender offer, in the open market, in private transactions or otherwise, (iii) propose a merger or other business combination with the Issuer or its affiliates, (iv) seek control of the Issuer by stock ownership or otherwise, or (v) take any other action with respect to the Issuer. 49 Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The contents of the cover pages to this Schedule are incorporated by reference. During the last 60 days, Ms. Breeze-Mollo and Mr. Mollo acquired through a private placement from the Issuer the following shares as joint tenants:
DATE TRANSACTION SHARES PRICE - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase Warrants to purchase 55,294 Not exercised from Issuer in private shares of Stock at $1.02 per placement share. - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase 117,647 shares of Series F $0.850 from Issuer in private preferred stock that convert into placement 117,647 shares of Stock. - ----------------------- ----------------------------- ----------------------------------- ----------------------------
50 During the last 60 days, Mr. Harris acquired through a private placement from the Issuer the following shares:
DATE TRANSACTION SHARES PRICE - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from Warrants to purchase 27,647 Not exercised Issuer in private shares of Stock at $1.02 per placement share. - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from $8,823 shares of Series F $0.850 Issuer in private preferred stock that convert into placement 58,823 shares of Stock. - ----------------------- ----------------------------- ----------------------------------- ----------------------------
During the last 60 days, the CRM-008 Trust acquired through a private placement from the Issuer the following shares:
DATE TRANSACTION SHARES PRICE - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from Warrants to purchase 27,647 Not exercised Issuer in private shares of Stock at $1.02 per placement share. - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from 58,823 shares of Series F $0.850 Issuer in private preferred stock that convert into placement 58,823 shares of Stock. - ----------------------- ----------------------------- ----------------------------------- ----------------------------
During the last 60 days, New Vistas acquired through private placement from the Issuer the following shares:
DATE TRANSACTION SHARES PRICE - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from Warrants to purchase 124,411 Not exercised Issuer in private shares of Stock at $1.02 per placement share. - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from 264,705 shares of Series F $0.850 Issuer in private preferred stock that convert into placement 264,705 shares of Stock. - ----------------------- ----------------------------- ----------------------------------- ----------------------------
During the last 60 days, New Horizons acquired through private placement from the Issuer the following shares:
DATE TRANSACTION SHARES PRICE - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from Warrants to purchase 55,294 Not exercised Issuer in private shares of Stock at $1.02 per placement share. - ----------------------- ----------------------------- ----------------------------------- ---------------------------- 1/14/03 Purchase from 117,647 shares of Series F $0.850 Issuer in private preferred stock that convert into placement 117,647 shares of Stock. - ----------------------- ----------------------------- ----------------------------------- ----------------------------
51 Certain other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Stock disclosed herein. None of such persons' interest exceeds five percent of the outstanding Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following loan arrangements exist among the Reporting Persons: On December 10, 1999 Mollo LLC purchased 60,690 shares of Stock for a total purchase price of $91,035. Of that purchase price, Mollo LLC used $10,000 of Working Capital and borrowed $81,035 from Mr. Harris at a rate of 6% per annum with a maturity date of December 9, 2004, which note is secured by the shares purchased. On December 10, 1999 Harris LLC purchased 32,200 shares of Stock for a total purchase price of $48,300. Of that purchase price, Harris LLC used $5,000 of Working Capital and borrowed $43,300 from Ms. Breeze-Mollo at a rate of 6% per annum with a maturity date of December 9, 2004, which note is secured by the shares purchased. On December 10, 1999 New Horizons purchased 141,322 shares of Stock for a total purchase price of $423,967.50. Of that purchase price, New Horizons used $49,967.50 of Working Capital and borrowed $374,000 from New Vistas at a rate of 6% per annum with a maturity date of December 9, 2004, which note is secured by the shares purchased. On June 29, 2000 La Luz purchased 162,899 shares of Stock for a total purchase price of $500,000. Of that purchase price, La Luz used $3,500 of Working Capital and borrowed $496,500 from Mr. Mollo at a rate of 6.39% per annum with a maturity date of December 31, 2010, which note is secured by the shares purchased. On March 2, 2001 La Luz purchased 68,966 shares of Stock for a total purchase price of $200,001.40. Of that purchase price, La Luz used $690.40 of Working Capital and borrowed $199,311 from the Issuer at a rate of 6.33% per annum with a maturity date of March 2, 2004, which note is secured by the shares purchased. On June 29, 2000 La Luz II purchased 22,780 shares of Stock for a total purchase price of $69,000. Of that purchase price, La Luz used $3,500 of Working Capital and borrowed $65,500 from Ms. Breeze-Mollo at a rate of 6.39% per annum with a maturity date of December 31, 2010, which note is secured by the shares purchased. The Issuer granted options to the following Reporting Persons stock option arrangements pursuant to employment agreements: On September 15, 1998 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 20,000 shares of Stock at a price of $5.75 per share, which amounted to an option to purchase 10,000 shares of Stock at $11.50 per share after the Issuer's Stock split in March 2000. The option is set to expire on the fifth anniversary of the date of grant. 52 On January 13, 2000 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 5,000 shares of Stock at a price of $5.25 per share, which amounted to an option to purchase 2,500 shares of Stock at $10.50 per share after the Issuer's Stock split in March 2000. The option is set to expire on the fourth anniversary of the date of grant. On January 13, 2000 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 20,000 shares of Stock at a price of $5.25 per share, which amounted to an option to purchase 10,000 shares of Stock at $10.50 per share after the Issuer's Stock split in March 2000. The option is set to expire on the fourth anniversary of the date of grant. On May 23, 2001 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 2,500 shares of Stock at a price of $3.06 per share. Each vesting portion is set to expire on the fourth anniversary of the date of vesting. On May 23, 2001 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 1,000 shares of Stock at a price of $3.06 per share. Each vesting portion is set to expire on the fourth anniversary of the date of vesting. On May 22, 2002 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 50,000 shares of Stock at a price of $1.60 per share. Each vesting portion is set to expire on the fourth anniversary of the date of vesting. On May 22, 2002 under the Mobility 1996 Stock Option Plan and as a result of Mr. Harris' participation on the Company's board of directors, the Issuer granted to Mr. Harris the option to purchase 2,500 shares of Stock at a price of $1.60 per share. Each vesting portion is set to expire on the fourth anniversary of the date of vesting. On December 1, 1999 under the Mobility 1996 Stock Option Plan and Mr. Mollo's employment agreement, the Issuer granted to Mr. Mollo the option to purchase 200,000 shares of Stock at a price of $2.00 per share, which amounted to an option to purchase 100,000 shares of Stock at $4.00 per share after the Issuer's Stock split in March 2000. The option is set to expire on the fifth anniversary of the date of grant. On March 22, 2002 under the Mobility 1996 Stock Option Plan and Mr. Mollo's employment agreement, the Issuer granted to Mr. Mollo the option to purchase 31,860 shares of Stock at a price of $1.27 per share. The option is set to expire on the fifth anniversary of the date of grant. On March 22, 2002 under the Mobility 1996 Stock Option Plan and Mr. Mollo's employment agreement, the Issuer granted to Mr. Mollo the option to purchase 6,666 shares of Stock at a price of $1.27 per share. The option is set to expire on the fifth anniversary of the date of grant. 53 Except as set forth in Items 2 and 4 above and this Item 6, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are to be filed as exhibits: Exhibit A Joint Filing Agreement Exhibit B Documents relating to loan of funds to La Luz Enterprises, L.L.C. by Mobility Electronics, Inc. Exhibit C Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 5,000 Shares, dated January 13, 2000. Exhibit D Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 20,000 Shares, dated January 13, 2000. Exhibit E Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 20,000 Shares, dated September 15, 1998. Exhibit F Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Charles R. Mollo for the Option to Purchase 200,000 Shares, dated December 1, 1999. Exhibit G Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 2,500 Shares, dated May 23, 2001.
54 Exhibit H Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 1,000 Shares, dated May 23, 2001. Exhibit I Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 50,000 Shares, dated May 22, 2002. Exhibit J Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 2,500 Shares, dated May 22, 2002. Exhibit K Non-Qualified Stock Option Agreement between Mobility Electronics, Inc. and Jeffrey R. Harris for the Option to Purchase 1,000 Shares, dated May 22, 2002. Exhibit L Incentive Option Agreement between Mobility Electronics, Inc. and Charles R. Mollo for the Option to Purchase 31,860 Shares, dated March 22, 2002. Exhibit M Incentive Option Agreement between Mobility Electronics, Inc. and Charles R. Mollo for the Option to Purchase 6,666 Shares, dated March 22, 2002.
[The remainder of this page is intentionally left blank.] 55 SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 24, 2003 /s/ CHARLES R. MOLLO ---------------------------------------------- Charles R. Mollo /s/ JANICE L. BREEZE-MOLLO ---------------------------------------------- Janice L. Breeze-Mollo /s/ JEFFREY R. HARRIS ---------------------------------------------- Jeffrey R. Harris CRM-008 Trust, an Arizona irrevocable trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Family Trustee JLM-008 Trust, an Arizona irrevocable trust By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Family Trustee New Horizons Enterprises, Inc., a New Mexico corporation By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, President New Vistas Investments Corporation, a New Mexico corporation By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, President La Luz Enterprises, L.L.C., an Arizona limited liability company By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Manager 56 La Luz Enterprises-II, L.L.C., an Arizona limited liability company By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Manager Breeze Family LLC, a New Mexico limited liability company By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Manager Mollo Family LLC, a New Mexico limited liability company By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Manager John R. Harris and Timothy D. Harris Irrevocable Trust, a New Mexico trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Trustee Harris Family LLC, a New Mexico limited liability company By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, Manager JLM Revocable Trust, a New Mexico Trust By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Trustee 57 CRM Revocable Trust, a New Mexico Trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Trustee 58 EX-99.A 3 d03170exv99wa.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AND GROUP AGREEMENT This Joint Filing and Group Agreement (this "Agreement") is executed as of February 14, 2003, by and among the undersigned individuals and entities (individually, a "Party" and together, the "Parties"). AGREEMENTS: 1. The Parties hereby agree to jointly prepare and file a Schedule 13D and any future amendments thereto reporting each Party's ownership of securities of Mobility Electronic, Inc.'s ("Mobility") securities (the "Schedule 13D"). 2. The Parties agree to file the Schedule 13D as a "group" with respect to the beneficial ownership of the Mobility securities owned by the Parties for purposes of Rule 13d-1 and Schedule 13D. 3. Each Party affirms that the Schedule 13D is being filed on behalf of each Party. 4. Each Party shall only be responsible for the accuracy of the information pertaining to that Party and will be responsible for that Party's filing fees. 5. Notwithstanding the execution of this Agreement, the Parties agree that each Party may acquire, hold, vote or dispose of the securities of Mobility without consultation with, or the consent of, any other Party unless otherwise required. 6. The Parties agree that each Party may withdraw from this Agreement at any time by providing the other Parties with prior written notice of withdrawal. 7. This Agreement may be executed in several counterparts, all of which are identical, each of which shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. 1 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed effective as of the day and year first above written. Date: February 14, 2003 /s/ CHARLES R. MOLLO ---------------------------------------------- Charles R. Mollo /s/ JANICE L. BREEZE-MOLLO ---------------------------------------------- Janice L. Breeze-Mollo /s/ JEFFREY R. HARRIS ---------------------------------------------- Jeffrey R. Harris CRM-008 Trust, an Arizona irrevocable trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Family Trustee JLM-008 Trust, an Arizona irrevocable trust By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Family Trustee New Horizons Enterprises, Inc., a New Mexico corporation By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, President New Vistas Investments Corporation, a New Mexico corporation By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, President La Luz Enterprises, L.L.C., an Arizona limited liability company By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Manager La Luz Enterprises-II, L.L.C., an Arizona limited liability company 2 By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Manager Breeze Family LLC, a New Mexico limited liability company By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Manager Mollo Family LLC, a New Mexico limited liability company By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Manager John R. Harris and Timothy D. Harris Irrevocable Trust, a New Mexico trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Trustee Harris Family LLC, a New Mexico limited liability company By: /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris, Manager JLM Revocable Trust, a New Mexico Trust By: /s/ JANICE L. BREEZE-MOLLO ------------------------------------------- Janice L. Breeze-Mollo, Trustee CRM Revocable Trust, a New Mexico Trust By: /s/ CHARLES R. MOLLO ------------------------------------------- Charles R. Mollo, Trustee 3 EX-99.B 4 d03170exv99wb.txt DOCUMENTS RE: LOAN OF FUNDS TO LA LUZ ENTERPRISES EXHIBIT B PROMISSORY NOTE Scottsdale, Arizona March 2, 2001 PROMISE TO PAY: For value received, the undersigned, La Luz Enterprises, L.L.C., an Arizona limited liability company ("Issuer"), promises to pay to the order of Mobility Electronics, Inc., a Delaware corporation or its successors or assigns ("Payee"), the Principal Amount (as defined below), together with interest on the unpaid balance of such amount, in lawful money of the United States of America, in accordance with all the terms, conditions, and covenants of this Note. ISSUER'S ADDRESS FOR NOTICE: 5528 Eubank Blvd., N.E., Suite 3, Albuquerque, New Mexico 87111. PAYEE'S ADDRESS FOR PAYMENT: 7955 East Redfield Road, Scottsdale, Arizona 85260. PRINCIPAL AMOUNT: One Hundred Ninety Nine Thousand Three Hundred and Eleven Dollars ($199,311) (the "Principal Amount"). INTEREST RATE: 6.33% per annum; provided that in no event shall the rate hereunder be less than the mid-term applicable federal funds rate in effect at the date of this Note using the lowest 3 month rate as defined in Section 1274(d)(2) of the Internal Revenue Code of 1986. PAYMENT TERMS: Except as otherwise provided in this Note, the principal of, and all accrued but unpaid interest on this Note shall be due and payable on March 2, 2004. Notwithstanding the above, upon the sale by Issuer of any Shares (as defined in the Pledge Agreement (as defined below)), Issuer shall make a prepayment on this Note equal to the product of (i) the number of Shares sold multiplied by (ii) $2.90 per Share. Issuer may prepay all or any part of this Note without penalty or premium. Issuer's payments shall be applied on the first business day after Payee's receipt of such payments. 1. INTEREST PROVISIONS: (a) Rate: The Principal Amount of this Note from time to time remaining unpaid prior to maturity shall bear interest at the Interest Rate per annum stated above. (b) Maximum Lawful Interest: The term "Maximum Lawful Rate" means the maximum rate of interest and the term "Maximum Lawful Amount" means the maximum amount of interest that are permissible under applicable state or federal law for the type of loan evidenced by this Note. If the Maximum Lawful Rate is increased by statute or other governmental action subsequent to the date of this Note, then the new Maximum Lawful Rate shall be applicable to this Note from the effective date thereof, unless otherwise prohibited by applicable law. (c) Spreading of Interest: Because of the possibility of irregular periodic balances of principal or premature payment, the total interest that will accrue under this Note cannot be determined in advance. Payee does not intend to contract for, charge or receive more than the Maximum Lawful Rate or Maximum Lawful Amount permitted by applicable state or federal law, and to prevent such an occurrence Payee and Issuer agree that all amounts of interest, whenever contracted for, charged, or received by Payee, with respect to the loan of money evidenced by this Note, shall be spread, prorated, or allocated over the full period of time this Note is unpaid, including the period of any renewal or extension of this Note. If demand for payment of this Note is made by Payee prior to the full stated term, the total amount of interest contracted for, charged, or received to the time of such demand shall be spread, prorated, or allocated along with any interest thereafter accruing over the full period of time that this Note thereafter remains unpaid for the purpose of determining if such interest exceeds the Maximum Lawful Amount. (d) Excess Interest: At maturity (whether by acceleration or otherwise) or on earlier final payment of this Note, Payee shall compute the total amount of interest that has been contracted for, charged, or received by Payee or payable by Issuer under this Note and compare such amount to the Maximum Lawful Amount that could have been contracted for, charged, or received by Payee. If such computation reflects that the total amount of interest that has been contracted for, charged, or received by Payee or payable by Issuer exceeds the Maximum Lawful Amount, then Payee shall apply such excess to the reduction of the principal balance and not to the payment of interest; or if such excess interest exceeds the unpaid principal balance, such excess shall be refunded to Issuer. This provision concerning the crediting or refund of excess interest shall control and take precedence over all other agreements between Issuer and Payee so that under no circumstances shall the total interest contracted for, charged, or received by Payee exceed the Maximum Lawful Amount. (e) Interest After Late Payment: Unless an amount payable is capitalized as provided herein, the unpaid principal balance shall bear interest after it becomes due at the rate of 15% per annum; but never more than the Maximum Lawful Rate or at a rate that would cause the total interest contracted for, charged, or received by Payee to exceed the Maximum Lawful Amount. 2. DEFAULT PROVISIONS: (a) Events Of Default And Acceleration Of Maturity: Payee may, without notice or demand accelerate the maturity of this note and declare the entire unpaid principal balance and accrued interest at once due and payable if: (i) there is default by Issuer in the payment of any installment of principal, interest or any other sum required to be paid under the terms of this Note, and such default continues for a period of five (5) days following written notice to Issuer specifying such default; (ii) there is default by Issuer in the performance of any covenant, condition, or agreement contained in this Note or in the Pledge Agreement, and such default continues for a period of thirty (30) days following written notice to Issuer specifying such default; 2 (iii) if Issuer makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or (iv) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction. (b) Waiver By Issuer: ISSUER AND ALL OTHER PARTIES LIABLE FOR THIS NOTE WAIVE DEMAND, NOTICE OF INTENT TO DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST, NOTICE OF PROTEST, GRACE, NOTICE OF DISHONOR, NOTICE OF INTENT TO ACCELERATE MATURITY, NOTICE OF ACCELERATION OF MATURITY, AND DILIGENCE IN COLLECTION. (c) Non-Waiver by Payee: Any previous extension of time, forbearance, failure to pursue some remedy, acceptance of late payments, or acceptance of partial payment by Payee, before or after maturity, does not constitute a waiver by Payee of its subsequent right to strictly enforce the collection of this Note according to its terms. (d) Other Remedies Not Required: Payee shall not be required to first file suit, exhaust all remedies, or enforce its rights against any security in order to enforce payment of this Note. (e) Attorney's Fees: If Payee requires the services of an attorney to enforce the payment of this Note or the performance of the Pledge Agreement, or if this Note is collected through any lawsuit, probate, bankruptcy, or other judicial proceeding, Issuer agrees to pay Payee an amount equal to its reasonable attorney's fees and other reasonable collection costs. This provision shall be limited by any applicable statutory restrictions relating to the collection of attorney's fees. 3. MISCELLANEOUS PROVISIONS: (a) Successors and Assigns: The provisions of this Note shall be binding upon the successors and assigns of Issuer, and shall inure to the benefit of the successors and assigns of Payee; provided, however, that no obligations of Issuer hereunder can be assigned without Payee's prior written consent. 3 (b) No Duty or Special Relationship: Issuer acknowledges that Payee has no duty of good faith to Issuer, and Issuer acknowledges that no fiduciary, trust, or other special relationship exists between Payee and Issuer; provided, however, the foregoing is not intended to abrogate any duties which may exist as the result of that Payee having been a director and executive officer of the Issuer. If Payee and Issuer are now engaged in or in the future engage in other business transactions, such other business transactions are independent of this Note and the indebtedness evidenced hereby and of the promises and covenants made by Issuer in this Note, and vice versa. (c) Security. This Note is secured by a security interest in certain shares of common stock of Payee issued to Issuer, as granted by that certain Pledge and Security Agreement, of even date herewith, by and between Issuer and Payee (the "Pledge Agreement") and a guaranty, of even date herewith, executed by Charles R. Mollo in favor of Payee. (d) Entire Agreement. Issuer warrants and represents to Payee that this Note, the Pledge Agreement and the Guaranty constitute the entire agreement between Issuer and Payee with respect to the indebtedness evidenced by this Note and agrees that no modification, amendment, or additional agreement with respect to such indebtedness will be valid and enforceable unless made in writing signed by both Issuer and Payee. (e) Issuer's Address for Notice: All notices required to be sent by Payee to Issuer shall be sent by U.S. Mail, postage prepaid, to Issuer's Address for Notice stated on the first page of this Note, until Payee shall receive written notification from Issuer of a new address for notice. (f) Payee's Address for Payment: All sums payable by Issuer to Payee shall be paid at Payee's Address for Payment stated on the first page of this Note, or at such other address as Payee shall designate from time to time. (g) Partial Invalidity: The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision herein, and the invalidity or unenforceability of any provision of this Note, the Pledge Agreement or the Guaranty as to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. (h) Applicable Law: Venue & Jurisdiction: This Note shall be construed in accordance with the applicable laws of the state of Delaware and the laws of the United States of America applicable to transactions in Delaware and venue for any action concerning this note shall be exclusively in Maricopa County, Arizona. EXECUTED as of the date first set forth above. ISSUER: LA LUZ ENTERPRISES, L.L.C. By: /s/ CHARLES R. MOLLO ----------------------------------- Charles R. Mollo, Manager 4 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Corporation"), and La Luz Enterprises, L.L.C., an Arizona limited liability company and an affiliate of Charles R. Mollo ("Executive"), as of March 2, 2001. RECITAL To provide incentive for Charles R. Mollo to serve as an executive officer of the Corporation, the Corporation desires to issue to Executive, and Executive desires to purchase from the Corporation, 68,966 shares of the common stock, par value $0.01 per share (the "Common Stock"), of the Corporation on the terms and conditions set forth in this Agreement. 1. Issuance of Shares. The Corporation hereby issues to Executive in exchange for the Purchase Price, 68,966 shares of Common Stock (the "Shares"). The purchase price of the Shares is $2.90 per Share, for a total purchase price of $200,001.40 (the "Purchase Price"). The Purchase Price shall be paid simultaneously with the execution of this Agreement by the parties hereto. Executive shall pay the Purchase Price by delivering to the Corporation (i) $690.40 in cash; and (ii) a promissory note in the original principal amount of $199,311.00, and in the form attached hereto as Exhibit A and incorporated by reference herein (the "Note"). The Note shall be secured by a security interest in the Shares pursuant to a Pledge and Security Agreement in the form attached hereto as Exhibit B and incorporated by reference herein and a Guaranty in the form attached hereto as Exhibit C. 2. Delivery of Certificates. Promptly after the execution of this Agreement, the Corporation shall deliver to Executive certificates evidencing the Shares. The Shares for all purposes shall be considered issued on the date of this Agreement. 3. Investment Matters. Executive acknowledges and agrees that: (i) Charles R. Mollo is an executive officer of the Corporation, and in such capacity Executive has knowledge of all material information concerning the Corporation; (ii) Executive is purchasing the Shares for his own account, for investment purposes and not for resale or with a view to any distribution; (iii) the Shares are "restricted securities" as they have not been registered under the Securities Act of 1933, as amended (the "Act"), and they may not be resold or transferred without compliance with the registration or qualification provisions of the Act and other applicable federal and state securities laws or an opinion of counsel acceptable to the Corporation that an exemption from such registration and qualification requirements is available; (iv) he understands and fully appreciates the merits and risks of an investment in the Shares and is capable of sustaining a total loss on this investment; and (v) Executive is controlled by Charles R. Mollo. 4. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when delivered in person, or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows: If to Executive: La Luz Enterprises, L.L.C. 5528 Eubank Blvd., N.E., Suite 3 Albuquerque, New Mexico 87111 If to the Corporation: Mobility Electronics, Inc. 7955 East Redfield Road Scottsdale, Arizona 85260 Attn: Chief Financial Officer 5. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and statements, written or oral, with respect thereto. 6. Severability. In the event that one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalid, illegal or unenforceable provision shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 7. Further Assurances. Executive and the Corporation agree to take all actions reasonably necessary to effectuate the intents and purposes of this Agreement. 8. Delaware Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Delaware, and all obligations of the parties created hereunder are performable in Maricopa County, Arizona. 9. Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement. 10. Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the extent permitted by this Agreement, their successors and assigns. 11. Amendment. This Agreement may be amended or modified only by a writing executed by the parties. 12. Waiver. No term or condition of this Agreement shall be deemed to have been waived by a party, nor shall there be any estoppel against the enforcement by a party of any provisions of this Agreement, except by written instrument executed by the other party. No such written waiver by a party shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific terms or conditions waived and shall not constitute a waiver of such terms or conditions for the future or as to any act other than that specifically waived. 2 13. Counterparts. This Agreement may be executed in multiple counterparts all of which shall constitute one agreement and each of which shall constitute an original of this Agreement. Dated as of the date first written above. MOBILITY ELECTRONICS, INC. By: /s/ R. WINTERICH ------------------------------------- Its: VP & CFO ------------------------------------ LA LUZ ENTERPRISES, L.L.C. By: /s/ CHARLES R. MOLLO ------------------------------------- Charles R. Mollo, Manager 3 PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement ("Agreement") is made and entered into as of March 2, 2001, by and between Mobility Electronics, Inc., a Delaware corporation ("Secured Party"), and La Luz Enterprises, L.L.C., an Arizona limited liability company ("Debtor"). I. COLLATERAL AND SECURED INDEBTEDNESS 1.1 Grant of Security Interest. Debtor hereby assigns and pledges to Secured Party, and hereby grants to Secured Party a security interest in 68,966 shares (the "Shares") of the common stock, par value $0.01 per share, owned by Debtor of Secured Party, as evidenced by a certificate delivered to Secured Party simultaneously with the execution of this Agreement; and all distributions, fees, dividends, preferences, payments and other benefits which Debtor is now and may hereafter be entitled to receive with respect to such shares; and all proceeds (cash and non-cash) arising out of the sale, exchange, collection or other disposition of all or any portion of the Shares (collectively, the "Collateral"). In the event that Debtor receives any additional shares of capital stock of Secured Party by way of a stock split or stock dividend, the Debtor shall promptly deliver to the Secured Party certificates evidencing such shares along with appropriate stock powers duly endorsed in blank. 1.2 Secured Obligations. This Agreement and the security interest herein created shall secure full and punctual payment and performance of the following indebtedness, duties and obligations (hereinafter collectively called the "Secured Obligations"): (a) All principal, interest, fees and other amounts payable to the Secured Party pursuant to the terms and provisions of that certain Promissory Note, of even date herewith, issued by Debtor to Secured Party in the original principal amount of $199,311 (the "Note"), including all extensions, renewals, modifications, increases or substitutions thereof; and (b) All interest, charges, expenses, attorney's and other legal fees and any other sums incurred by Secured Party in connection with the enforcement of Secured Party's rights and remedies hereunder. II. REPRESENTATIONS AND WARRANTIES; FURTHER ASSURANCES 2.1 Representations and Warranties. Debtor hereby represents and warrants to Secured Party as follows: (a) Debtor has good and marketable title to the Collateral free and clear of any lien, security interest, shareholders agreement, calls, charge or encumbrance, except for the security interest created by this Agreement in favor of the Secured Party. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except as may have been filed in favor of Secured Party relating to this Agreement. (b) Debtor has the lawful right, power and authority to grant a security interest in the Collateral. This Agreement, together with all filings and other actions necessary or desirable to perfect and protect such security interest, which have been duly taken, create a valid and perfected first priority security interest in the Collateral securing the payment and performance of the Secured Obligations. III. PARTIAL RELEASE OF COLLATERAL Upon the delivery to the Secured Party by Debtor of a written notice requesting that a specified number of shares representing the Collateral be released from this Agreement, and either (i) Debtor delivers to Secured Party cash in the amount of $2.90 multiplied by the number of Shares to be released; or (ii) Debtor provides assurances acceptable to the Secured Party that the Shares that are to be released will be sold through a broker acceptable to the Secured Party, and such broker unconditionally and irrevocably undertakes to deliver to the Secured Party a portion of the proceeds from such sale equal to the amount set forth in (i), the Secured Party shall release from the security interest granted herein the number of Shares specified in the notice. The amount set forth in subpart (i) of the preceding sentence will be applied to the outstanding principal and interest balance of the Note as provided therein. Such release of any shares from the security interest created in this Agreement shall not affect Secured Party's security interest in any other Collateral. IV. DEFAULT AND REMEDIES 4.1 Events of Default. An Event of Default (herein so called) shall exist upon the failure of Debtor to make when due any scheduled payment under the Note or any other Secured Obligations. 4.2 Remedies of Secured Party. Upon the occurrence of an Event of Default: (a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable. (b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made, (i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral; (ii) sue or otherwise collect and receive money attributable to the Collateral; and 2 (iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted. (c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor. (d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale. 4.3 Application of Proceeds. Except as otherwise required by applicable law, Secured Party may apply the proceeds of any foreclosure sale hereunder as follows: (a) first, to the payment of all costs and expenses of any foreclosure and collection hereunder and all proceedings in connection therewith, including reasonable attorneys' fees; (b) then, to the reimbursement of Secured Party for all disbursements made by Secured Party for taxes, assessments or liens superior to the security interest hereof and which Secured Party shall deem expedient to pay in order to protect its interest in the Collateral; (c) then, to the reimbursement of Secured Party of any other disbursements made by Secured Party in accordance with the terms hereof; (d) then, to or among the amounts of fees, interest and principal then outstanding and unpaid in respect of the Secured Obligations, in such priority as Secured Party may determine in its discretion; and (e) the remainder of such proceeds, if any, shall be paid to the record owner of the Collateral. 4.4 Enforcement of Secured Obligation. Nothing in this Agreement or in any other agreement shall affect or impair the unconditional and absolute right of the Secured Party to 3 enforce the Secured Obligations as and when the same shall become due in accordance with the terms of the Note or other documents evidencing the Secured Obligations. V. RIGHTS OF SECURED PARTY 5.1 Subrogation. Upon the occurrence of an Event of Default, Secured Party, at its election, may subrogate to all of the interest, rights and remedies of Debtor, in respect to any of the Collateral or agreements pertaining thereto. 5.2 Secured Party Appointed Attorney-in-Fact. Debtor hereby irrevocably appoints Secured Party as attorney-in-fact of Debtor, with full authority in the place and stead of Debtor and in the name of Debtor, Secured Party or otherwise, from time to time on Secured Party's discretion and upon the occurrence of an Event of Default, to take any action and to execute any instrument which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; and (b) to assign and transfer the Collateral, or any part thereof, absolutely and to execute and deliver endorsements, assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporation with like power. 5.3 Performance by Secured Party. If Debtor fails to perform any agreement contained herein, Secured Party may itself perform, or cause the performance of, such agreement, and the reasonable expenses of Secured Party incurred in connection therewith shall be payable by Debtor under Section 5.8. In no event, however, shall Secured Party have any obligation or duties whatsoever to perform any covenant or agreement of Debtor contained herein, and any such performance by Secured party shall be wholly discretionary with Secured Party. 5.4 Duties of Secured Party. The powers conferred upon Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for money actually received by it hereunder, Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. 5.5 No Liability of Secured Party. Neither the acceptance of this Agreement by Secured Party, nor the exercise of any rights hereunder by Secured Party, shall be construed in any way as an assumption by Secured Party of any obligations, responsibilities or duties of Debtor arising in connection with the Collateral assigned hereunder or otherwise bind Secured Party to the performance of any obligations respecting the Collateral, it being expressly understood that Secured Party shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Debtor in respect of any of the Collateral, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. 4 5.6 Right of Secured Party to Defend Action Affecting Security. Secured Party may, at the expense of Debtor, appear in and defend any action or proceeding at law or in equity purporting to affect Secured Party's security interest under this Agreement. 5.7 Right of Secured Party to Prevent or Remedy Default. If Debtor shall fail to perform any of the covenants, conditions and agreements required to be performed and observed by Debtor in respect of the Collateral, Secured Party (a) may but shall not be obligated to take any action Secured Party deems necessary or desirable to prevent or remedy any such default by Debtor or otherwise to protect the security interest of Secured Party under this Agreement, and (b) shall have the absolute and immediate right to take possession of the Collateral or any part thereof (to the extent Secured Party has not previously taken possession) to such extent and as often as the Secured Party, in its sole discretion, deems necessary or desirable in order to prevent or to cure any such default by Debtor, or otherwise to protect the security of this Agreement. Secured Party may advance or expend such sums of money for the account of Debtor as Secured Party in its sole discretion deems necessary for any such purpose. 5.8 Secured Party's Expenses. All reasonable advances, costs, expenses, charges and attorneys' fees which Secured Party may make, pay or incur under any provision of this Agreement for the protection of its security or for the enforcement of any of its rights hereunder, or in foreclosure proceedings commenced and subsequently abandoned, or in any dispute or litigation in which Secured Party or the holder of any of the Secured Obligations may become involved by reason of or arising out of the Note or other Secured Obligations or the Collateral shall be a part of the Secured Obligations and shall bear interest until paid at the rate chargeable on the Note but not to exceed the maximum rate of interest permitted by applicable law, from the date of such payment until repaid by Debtor. 5.9 No Waiver. In case Secured Party shall have proceeded to enforce any right or remedy hereunder and such proceedings shall have been discontinued or abandoned for any reason, then in every such case, Debtor and Secured Party shall be restored to their former positions and rights hereunder with respect to the Collateral, and all rights, remedies and powers of Secured Party shall continue as if no such proceeding had been taken. No failure or delay on the part of Secured Party in exercising any right, remedy or power under this Agreement or in giving or insisting upon strict performance by Debtor hereunder or in giving notice hereunder shall operate as a waiver of the same or any other power or right, and no single or partial exercise of any such power or right shall preclude any other or further exercise thereof or the exercise of any other such power or right. Secured Party, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Debtor of any and all of the terms and provisions of this Agreement to be performed by the Debtor. The collection and application of proceeds, the entering and taking possession of the Collateral, and the exercise of the rights of Secured Party contained in this Agreement, shall not cure or waive any default, or affect any notice of default, or invalidate any acts done pursuant to such notice. No waiver by Secured Party of any breach or default of or by any party hereunder shall be deemed to alter or affect Secured Party's rights hereunder with respect to any prior or subsequent default. 5.10 Remedies. No right or remedy herein reserved to Secured Party is intended to be exclusive of any other right or remedy, but each and every such remedy shall be cumulative, not in lieu of, but in addition to any other rights or remedies given under this Agreement and all 5 other security documents. Any and all of Secured Party's rights and remedies may be exercised from time to time and as often as such exercise as deemed necessary or desirable by Secured Party. 5.11 Right of Secured Party to Extend Time of Payment, Substitute, Release Security, Etc. Without affecting the liability of any person, including Debtor, for the payment of any of the Secured Obligations or the lien of this Agreement on the Collateral, or the remainder thereof, for the full amount of any indebtedness unpaid, Secured Party may from time to time, without notice or without affecting or impairing any of Secured Party's rights under this Agreement: (a) release any person liable for the payment of any of such indebtedness, (b) extend the time or otherwise alter the terms of payment of any of such indebtedness, (c) accept additional security therefor of any kind, including deeds of trust or mortgages, (d) alter, substitute or release any property securing the Secured Obligations, (e) resort for the payment of all or any portion of the Secured Obligations to its several securities therefor in such order and manner as it may deem fit, or (f) join in any subordination or other agreement affecting this Agreement or the lien or charge thereof. 5.12 Dividends. Upon the occurrence of an Event of Default, Secured Party shall be entitled to any dividends, fees, receipts, payments or other disbursements, attributable in any way to the Collateral. Debtor shall take all actions necessary to cause the payor of such disbursements to make such disbursements directly to Secured Party on account of Debtor. Such amounts, when received by Debtor, will be applied to the outstanding balance of the Note or the other Secured Obligations, as determined by Secured Party. At all times during the term of this Agreement, Secured Party will be entitled to all stock dividends and proceeds of the Collateral. 5.13 Delivery of Certificates. Simultaneously with the execution of this Agreement, Debtor shall deliver to Secured Party all certificates or other documentation evidencing the Collateral, along with such endorsements or stock powers as the Secured Party may request. In the event that Debtor receives any certificates evidencing the Collateral, Debtor shall within three days of receipt, deliver such certificates to Secured Party along with appropriate stock powers executed in blank. VI. MISCELLANEOUS 6.1 Terms Commercially Reasonable. The terms of this Agreement shall be deemed commercially reasonable within the meaning of the Uniform Commercial Code in effect and applicable hereto. 6.2 Notices. Any notices or demands required or permitted to be given hereunder shall be deemed sufficiently given if in writing and personally delivered or mailed by registered or certified mail, return receipt requested (with all postage and charges prepaid), addressed as follows: 6 To Secured Party: Mobility Electronics, Inc. 7955 East Redfield Road Scottsdale, Arizona 85260 Attn: Board of Directors Debtor: La Luz Enterprises, L.L.C. 5528 Eubank Blvd., N.E., Suite 3 Albuquerque, New Mexico 87111 or at such other address as the above parties may from time to time designate by written notice to the other given in accordance with this Section 6.2. Any such notice, if personally delivered shall be deemed to have been given on the date so delivered or, if mailed, be deemed to have been given on the third day after such notice is placed in the United States mail in accordance with this Section 6.2. 6.3 Definitions. The terms "advances," costs," and "expenses" shall include, but shall not be limited to, attorneys' fees whenever incurred. The terms "indebtedness" and "obligations" shall mean and include, but shall not be limited to, all claims, demands, obligations and liabilities whatsoever, however arising, whether owing by Debtor individually or as a joint venturer, or jointly or in common with any other party, and whether absolute or contingent, and whether owing by Debtor as principal debtor or as accommodation maker or as endorser, liquidated or unliquidated, and whenever contracted, accrued or payable. In this Agreement, whenever the context so requires, the neuter gender includes the masculine and feminine, and the singular number includes the plural and vice versa. 6.4 Paragraph Headings. The headings of paragraphs herein are inserted only for convenience and shall in no way define, describe or limit the scope of intent of any provisions of this Agreement. 6.5 Change, Amendment, Etc. No change, amendment, modification, cancellation or discharge of any provision of this Agreement shall be valid unless consented to in writing by Secured Party. 6.6 Assignment of Secured Party's Interest. Secured Party shall have the right to assign all or any portion of its rights in this Agreement to any subsequent holder of the Note or other instrument evidencing the Secured Obligations. 6.7 Parties in Interest. As and when used herein, the term "Debtor" shall mean and include the Debtor herein named and its successors and permitted assigns, and the term "Secured Party" shall mean and include the Secured Party herein named and its successors and assigns, and all covenants and agreements herein shall be binding upon and inure to the benefit of Debtor, Secured Party and their respective successors and permitted assigns. 6.8 Applicable Law. This Agreement shall be construed, interpreted and enforceable under and pursuant to the laws of the State of Delaware. If any provision of this Agreement is 7 held to be invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall remain unaffected. 6.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument, and in making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. IN WITNESS WHEREOF, Debtor and Secured Party have executed these presents on the day and year first above written. DEBTOR: LA LUZ ENTERPRISES, L.L.C. By: /s/ CHARLES R. MOLLO --------------------------------------- Charles R. Mollo, Manager SECURED PARTY: MOBILITY ELECTRONICS, INC. By: /s/ R. WINTERICH --------------------------------------- Its: VP & CFO -------------------------------------- 8 GUARANTY This Guaranty (this "Guaranty") is executed as of March 2, 2001, by Charles R. Mollo ("Guarantor"), in favor of, Mobility Electronics, Inc., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the Company has issued to La Luz Enterprises, L.L.C., an Arizona limited liability company and an affiliate of Guarantor ("Affiliate"), 68,966 shares (the "Shares") of the common stock, par value $0.01 per share, of the Company, the payment for which Shares was substantially made by the delivery to the Company by Affiliate of that certain promissory note, of even date herewith, executed by Affiliate and payable to the order of the Company in the principal amount of $199,311 (the "Note"); and WHEREAS, the sale of the Shares was to be made to Guarantor (and similar sales are being made to other executive officers of the Company), but at Guarantor's request was instead made to Affiliate; and WHEREAS, as a condition to accepting the Note as payment for the Shares, the Company has required that Guarantor execute and deliver to the Company this Guaranty; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged and confessed, Guarantor hereby covenants and agrees as follows: 1. Guarantor hereby absolutely and unconditionally guarantees (a) the prompt, complete and full payment when due, and no matter how such shall become due, of (i) the entire outstanding principal balance of the Note and any and all interest accrued thereon, and (ii) any and all costs, expenses and other amounts owed to the Company by Affiliate with respect to the Note, and (b) that Affiliate will properly and timely perform any and all obligations contained in any documents evidencing, securing, renewing, extending or pertaining to the Note. All guaranteed obligations described in this Section 1 are herein collectively referred to as "Guaranteed Indebtedness." 2. If Guarantor is or becomes liable for any indebtedness owing by Affiliate to the Company by endorsement or otherwise than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of the Company hereunder shall be cumulative of any and all other rights that the Company may ever have against Guarantor. The exercise by the Company of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Without in any way diminishing the generality of the foregoing portion of this Section 2, it is specifically understood and agreed that this Guaranty is given by Guarantor as an additional guaranty to any and all other guaranties heretofore or hereafter executed and delivered to the Company by any guarantor in favor of the Company relating to indebtedness of Affiliate to the Company, and nothing herein shall ever be deemed to replace or be in lieu of any other of such previous or subsequent guaranties. 1 3. In the event of default by Affiliate in payment of the Guaranteed Indebtedness, or any part thereof, when such indebtedness becomes due, either by its terms or as the result of the exercise of any power to accelerate, Guarantor shall, on demand and without: (i) further notice of dishonor; any notice having been given to Guarantor previous to such demand of the acceptance by the Company of this Guaranty; and (iii) any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness, pay the amount due thereon to the Company, at 7955 East Redfield Road, Scottsdale, Arizona 85260, or such other address as the Company shall advise Guarantor in writing, and it shall not be necessary for the Company, in order to enforce such payment by Guarantor, first, to institute suit or exhaust its remedies against Affiliate or others liable on such indebtedness, to have Affiliate joined with Guarantor in any suit brought under this Guaranty or to enforce its rights against any security which shall ever have been given to secure such indebtedness; provided, however, that in the event the Company elects to enforce and/or exercise any remedies it may possess with respect to any security for the Guaranteed Indebtedness prior to demanding payment from Guarantor, Guarantor shall nevertheless be obligated hereunder for any and all sums still owing the Company on the Guaranteed Indebtedness and not repaid or recovered incident to the exercise of such remedies. 4. Notice to Guarantor of the acceptance of this Guaranty and of the making, renewing or assignment of the Guaranteed Indebtedness and each item thereof, are hereby expressly waived by Guarantor. 5. Each payment on the Guaranteed Indebtedness shall be deemed to have been made by Affiliate unless express written notice is given to the Company at the time of such payment that such payment is made by Guarantor as specified in such notice. 6. If all or any part of the Guaranteed Indebtedness at any time be secured, Guarantor agree that the Company may at any time and from time to time, at its discretion and with or without valuable consideration, allow substitution or withdrawal of collateral or other security and release collateral or other security or compromise or settle any amount due or owing under the Note or amend or modify in whole or in part the Note or any documents executed in connection with same without impairing or diminishing the obligations of Guarantor hereunder. Guarantor further agrees that if Affiliate executes in favor of the Company any collateral agreement, mortgage or other security instrument, the exercise by the Company of any right or remedy thereby conferred on the Company shall be wholly discretionary with the Company, and that the exercise or failure to exercise any such right or remedy shall in no way impair or diminish the obligation of Guarantor hereunder. Guarantor further agrees that the Company shall not be liable for its failure to use diligence in the collection of the Guaranteed Indebtedness or in preserving the liability of any person liable for the Guaranteed Indebtedness, and Guarantor hereby waives presentment for payment, notice of nonpayment, protest and notice thereof (including, notice of acceleration), and diligence in bringing suits against any person liable on the Guaranteed Indebtedness, or any part thereof. 7. Guarantor agrees that the Company, in its discretion, may (i) bring suit against all guarantors of the Guaranteed Indebtedness jointly and severally or against any one or more of them, (ii) compound or settle with any one or more of such guarantors for such consideration as the Company may deem proper, and (iii) release one or more of such guarantors from liability hereunder, and that no such action shall impair the rights of the Company to collect the 2 Guaranteed Indebtedness (or the unpaid balance thereof) from other such guarantors of the Guaranteed Indebtedness, or any of them, not so sued, settled with or released. 8. In the event of the death of Guarantor, the obligation of the estate of Guarantor shall continue in full force and effect as to (i) the Guaranteed Indebtedness, as it exists at the date of death, and any renewals or extensions thereof, and (ii) loans or advances made to or for the account of Affiliate after the date of death of Guarantor pursuant to an obligation of the Company under a commitment made to Affiliate prior to the date of such death, subject only to the limitation, if any be herein specified, on the amount of the Guaranteed Indebtedness. 9. This Guaranty is for the benefit of the Company, its successors and assigns, and in the event of an assignment by the Company (or its successors or assigns) of the Guaranteed Indebtedness, or any part thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. Subject to Section 8 above, this Guaranty is binding, not only on Guarantor, but on the heirs, executors, administrators, personal representatives, successors and assigns of Guarantor. 10. No modification, consent, amendment or waiver of any provision of this Guaranty, nor consent to any departure by Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Company, and then shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Guarantor in any case shall, of itself, entitle Guarantor to any other or further notice or demand in similar other circumstances. No delay or omission by the Company in exercising any power or right hereunder shall impair any such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power preclude other or further exercise thereof, or the exercise of any other right or power hereunder. All rights and remedies of the Company hereunder are cumulative of each other and of every other right or remedy which the Company may otherwise have at law or in equity or under any other contract or document, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. 11. No provision herein or in the Note or in any promissory note, instrument or other loan document executed by Affiliate or Guarantor evidencing the Guaranteed Indebtedness shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such respect is provided for herein or in any such promissory note, instrument, or any other loan document, the provisions of this paragraph shall govern, and neither Affiliate nor Guarantor shall be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. The intention of the parties being to conform strictly to any applicable federal or state usury laws now in force, all promissory notes, instruments and other loan documents executed by Affiliate or Guarantor evidencing the Guaranteed Indebtedness shall be held subject to reduction to the amount allowed under said usury laws as now or hereafter construed by the courts having jurisdiction. 12. If Guarantor should breach or fail to perform any provision of this Guaranty, Guarantor agrees to pay the Company all costs and expenses (including court costs and reasonable attorneys fees) incurred by the Company in the enforcement hereof. 3 13. The liability of Guarantor under this Guaranty shall in no manner be impaired, affected or released by the insolvency, bankruptcy, making of an assignment for the benefit of creditors, arrangement, compensation, composition or readjustment of Affiliate, or any proceedings affecting the status, existence of assets of Affiliate or other similar proceedings instituted by or against Affiliate and affecting the assets of Affiliate. 14. Guarantor understands and agrees that any amounts of Guarantor on account with the Company may be offset to satisfy the obligations of Guarantor hereunder. 15. Guarantor hereby subordinates and makes inferior any and all indebtedness now or at any time hereafter owed by Affiliate to Guarantor to the indebtedness evidenced by the Note and agrees after the occurrence of a default under the Guaranteed Indebtedness, or any event which with notice, lapse of time, or both, would constitute a default under the Guaranteed Indebtedness, not to permit Affiliate to repay, or to accept payment from Affiliate of, such indebtedness or any part thereof without the prior written consent of the Company. 16. Guarantor hereby waives any and all rights of subrogation to which Guarantor may otherwise be entitled against Affiliate and Guarantor until such time as the Note is paid in full. 17. THIS GUARANTY IS BEING EXECUTED AND DELIVERED, AND IN INTENDED TO BE PERFORMED, IN THE STATE OF DELAWARE, AND THE SUBSTANTIVE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS GUARANTY, UNLESS THE LAWS OF ANOTHER STATE REQUIRE THE APPLICATION OF THE LAWS OF SUCH STATE. 18. If any term or provision of this Guaranty shall be determined to be illegal or unenforceable, all other terms and provisions hereof shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law. EXECUTED as of the date first above written. GUARANTOR: /s/ CHARLES R. MOLLO ---------------------------------- Charles R. Mollo 4 EX-99.C 5 d03170exv99wc.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT C HARRIS, JEFFREY R. Audit Committee Option MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of January 13, 2000, is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), Jeffrey R. Harris, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows. 1. GRANT OF OPTION. Under the terms and conditions of Section 6(b)(v)(A) of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan") the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 5,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $5.25 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the fourth anniversary of the Date of Grant or, in the event the Optionee is not reelected to the Board of Directors, resigns or is removed from the Board of Directors for any reason then any portion of the Option not vested at such time shall terminate as may be provided in Section 6(b) of the Plan. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option may be exercised according to the following schedule:
Amount of Shares Exercisable Period ----------- ------ 100% After one year from the Date of Grant
The unexercised portion of the Option from one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such unexercised portion shall continue for the entire term. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. TERMINATION. The Optionee shall terminate on the earlier of (i) the expiration date set forth in Section 3 above or, (ii) in the event the Optionee is not reelected to the Board of Directors, resigns or is removed from the Board of Directors for any reason, the date provided in Section 6(b) of the Plan. 9. ACCEPTANCE OF THE PLAN. The Optionee is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 10. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 11. CONFIDENTIALITY. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Acknowledgement of Proprietary Interest. Optionee recognizes the proprietary interest of the Company and its affiliates in any Trade Secrets (as hereinafter defined) of the Company and its affiliates. Optionee acknowledges and agrees that any and all Trade Secrets currently known by Optionee or learned by Optionee during the course of his engagement by the Company or otherwise, whether developed by Optionee alone or in conjunction with others or otherwise, shall be and is property of the Company and its affiliates. Optionee further acknowledges and understands that his disclosure of any Trade Secrets will result in irreparable injury and damage to the Company and its affiliates. As used herein, "Trade Secrets" means all confidential and proprietary information of the Company and its affiliates, now owned or hereafter acquired, including, without limitation, information derived from reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, financial projections, cost summaries, pricing formula, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates and information related to the business, products or sales of the Company or its affiliates, or any of their respective customers, other than information which is otherwise publicly available; provided, however, "Trade Secrets" does not include any information that is known or readily obtainable by companies within the computer industry. (b) Covenant Not-to-Divulge Trade Secrets. Optionee acknowledges and agrees that the Company and its affiliates are entitled to prevent the disclosure of Trade Secrets. As Consideration for the grant of the options hereunder to Optionee by the Company, Optionee agrees at all times during his engagement with the Company and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by the Company and its affiliates to further the business of the Company and its affiliates, and not to use except in the pursuit of the business of the Company and its affiliates, the Trade Secrets, without the prior written consent of the Company, including Trade Secrets developed by Optionee. (c) Return of Materials at Termination. In the event of any termination or cessation of his engagement with the Company for any reason whatsoever, Optionee will promptly deliver to the Company all documents, data and other information pertaining to Trade Secrets. Optionee shall not take any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Trade Secrets. 12. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ----------------------------------------- Charles R. Mollo, Chief Executive Officer OPTIONEE: /s/ JEFFREY R. HARRIS --------------------------------------------- Jeffrey R. Harris ###-##-#### --------------------------------------------- Social Security Number of Optionee EX-99.D 6 d03170exv99wd.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT D HARRIS, JEFFREY R. Board of Directors Option MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of January 13, 2000, is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), Jeffrey R. Harris, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of Section 6(b)(v)(A) of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan") the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 20,000 shares of the Company's Common Stock, par value $.01 per share, at price of $5.25 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the fourth anniversary of the Date of Grant or, in the event the Optionee is not reelected to the Board of Directors, resigns or is removed from the Board of Directors for any reason then any portion of the Option not vested at such time shall terminate as may be provided in Section 6(b) of the Plan. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option may be exercised according to the following schedule:
Amount of Shares Exercisable Period 100% After one year from the Date of Grant
The unexercised portion of the Option from one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such unexercised portion shall continue for the entire term. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. TERMINATION. The Option shall terminate on the earlier of (i) the expiration date set forth in Section 3 above or, (ii) in the event the Optionee is not reelected to the Board of Directors, resigns or is removed from the Board of Directors for any reason, the date provided in Section 6(b) of the Plan. 9. ACCEPTANCE OF THE PLAN. The Option is granted subject to all the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 10. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 11. CONFIDENTIALITY. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Acknowledgement of Proprietary Interest. Optionee recognizes the proprietary interest of the Company and its affiliates in any Trade Secrets (as hereinafter defined) of the Company and its affiliates. Optionee acknowledges and agrees that any and all Trade Secrets currently known by Optionee or learned by Optionee during the course of his engagement by the Company or otherwise, whether developed by Optionee alone or in conjunction with others or otherwise, shall be and is the property of the Company and its affiliates. Optionee further acknowledges and understands that his disclosure of any Trade Secrets will result in irreparable injury and damage to the Company and its affiliates. As used herein, "Trade Secrets" means all confidential and proprietary information of the Company and its affiliates, now owned or hereafter acquired, including, without limitation, information derived from reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, financial projections, cost summaries, pricing formula, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates and information related to the business, products or sales of the Company or its affiliates, or any of their respective customers, other than information which is otherwise publicly available; provided, however, "Trade Secrets" does not include any information that is known or readily obtainable by companies within the computer industry. (b) Covenant Not-to-Divulge Trade Secrets. Optionee acknowledges and agrees that the Company and its affiliates are entitled to prevent the disclosure of Trade Secrets. As Consideration for the grant of the options hereunder to Optionee by the Company, Optionee agrees at all times during his engagement with the Company and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by the Company and its affiliates to further the business of the Company and its affiliates, and not to use except in the pursuit of the business of the Company and its affiliates, the Trade Secrets, without the prior written consent of the Company, including Trade Secrets developed by Optionee. (c) Return of Materials at Termination. In the event of any termination or cessation of his engagement with the Company for any reason whatsoever, Optionee will promptly deliver to the Company all documents, data and other information pertaining to Trade Secrets. Optionee shall not take any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Trade Secrets. 12. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ----------------------------------------- Charles R. Mollo, Chief Executive Officer OPTIONEE: /s/ JEFFREY R. HARRIS --------------------------------------------- Jeffrey R. Harris ###-##-#### --------------------------------------------- Social Security Number of Optionee EX-99.E 7 d03170exv99we.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT E HARRIS, JEFFREY R. MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of September 15, 1998, is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), Jeffrey R. Harris, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of Section 6(b)(v)(A) of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan") the Company grants to the Optionee an Option (the "Option") to purchase from the Company all or any part of a total of 20,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $5.75 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the fifth anniversary of the Date of Grant or, in the event the Optionee is not reelected to the Board of Directors, resigns or is removed from the Board of Directors for any reason then any portion of the Option not vested at such time shall terminate as may be provided in Section 6(b) of the Plan. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option may be exercised according to the following schedule:
Amount of Shares Exercisable Period - ----------- ------ 25% After one year from the Date of Grant 50% After two years from the Date of Grant 75% After three years from the Date of Grant 100% After four years from the Date of Grant
The unexercised portion of the Option from one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such unexercised portion shall continue for the entire term. (b) Covenant Not-to-Divulge Trade Secrets. Optionee acknowledges and agrees that the Company and its affiliates are entitled to prevent the disclosure of Trade Secrets. As consideration for the grant of the options hereunder to Optionee by the Company, Optionee agrees at all times during his engagement with the Company and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by the Company and its affiliates to further the business of the Company and its affiliates, and not to use except in the pursuit of the business of the Company and its affiliates, the Trade Secrets, without the prior written consent of the Company, including Trade Secrets developed by Optionee. (c) Return of Materials at Termination. In the event of any termination or cessation of his engagement with the Company for any reason whatsoever, Optionee will promptly deliver to the Company all documents, data and other information pertaining to Trade Secrets. Optionee shall not take any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Trade Secrets. 12. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ----------------------------------------- Charles R. Mollo, Chief Executive Officer OPTIONEE: /s/ JEFFREY R. HARRIS --------------------------------------------- Jeffrey R. Harris ###-##-#### --------------------------------------------- Social Security Number of Optionee EX-99.F 8 d03170exv99wf.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT F MOLLO, CHARLES R. MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement") dated as of December 1, 1999 is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and Charles R. Mollo, an employee of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), a copy of which is attached hereto and incorporated herein by reference, the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 200,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $2.00 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the earliest of: (i) the fifth anniversary of the Date of Grant or, (ii) one year following the termination of Optionee's employment with the Company. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, this option shall be exercised (and shall vest) on the basis of 4,762 shares per month for 41 months, commencing on December 1, 1999, and 4,758 shares on the 42nd month, with such exercisability being on the first day of each such month. Notwithstanding the above, the Option will be exercisable, and vest, in full: (i) upon a Change In Control (as defined in the Employment Agreement of even date herewith, by and between the Company and Optionee); or (ii) if the Common Stock is then trading on a national securities exchange or the Nasdaq National Market and the closing price of the Common Stock for ninety consecutive trading dates on such exchange or the market exceeds $8.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like occurring after the date hereof). Notwithstanding anything herein to the contrary, except as provided above in this Section 4, upon termination of Employee's employment with the Company, for any reason, the unvested portion of the Option shall immediately terminate. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all terms and conditions of the Plan. 9. Amendment. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. Miscellaneous. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ R. WINTERICH ------------------------------------ Title: Vice President & CFO --------------------------------- OPTIONEE: /s/ CHARLES R. MOLLO --------------------------------------- Charles R. Mollo ###-##-#### --------------------------------------- Social Security Number of Optionee 2 EX-99.G 9 d03170exv99wg.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT G MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (AUDIT COMMITTEE GRANT) This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of May 23, 2001, is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and Jeffrey R. Harris, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 2,500 shares of the Company's Common Stock, par value $.01 per share, at a price of $3.06 per share. The Option is granted as of the date first above written (the "Date of Grant"). This Option constitutes the initial automatic grant of an option to Optionee, in his role as a director of the Company, pursuant to Section 6(b)(v)(A) of the Plan, as modified for Optionee pursuant to Section 6(b)(v)(C) of the Plan. 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. Each vested portion of the Option will expire on the fourth anniversary of the date of vesting. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option will vest and may be exercised at the cumulative rate of 625 shares per calendar quarter, commencing on July 1, 2001. Notwithstanding the above, this Option shall: (i) cease to vest, and any unvested portion of the Option shall be deemed to be terminated and not thereafter exercisable, at such time as Optionee ceases to be a Director of the Company; and (ii) be exercisable , and shall vest, in full upon a Change in Control of the Company. A "Change in Control" means the occurrence of one or more of the following events: (a) Any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company's then outstanding Common Stock or equivalent in voting power of any class or classes of the Company's outstanding securities ordinarily entitled to vote in elections of directors ("voting securities"); (b) Shares representing 50 percent or more of the combined voting power of the Company's voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries or affiliates); 1 (c) As a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (d) Following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Company, other than (A) any party to such merger or consolidation, or (B) any affiliates of any such party; or (e) The Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, to another entity that is not wholly-owned by the Company. For purposes of this subsection (v), the determination of what constitutes 50 percent of the assets of the Company shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the events that would constitute a change of control if 50 percent of the Company's assets were transferred in connection with such events, in its sole discretion. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 9. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. 2 Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ------------------------------------------ Charles R. Mollo, Chief Executive Officer /s/ JEFFREY R. HARRIS ------------------------------------------- Jeffrey R. Harris ###-##-#### ------------------------------------------- Social Security Number of Optionee 3 EX-99.H 10 d03170exv99wh.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT H MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (COMMITTEE CHAIRMAN GRANT) This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of May 23, 2001, is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and Jeffrey R. Harris, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 1,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $3.06 per share. The Option is granted as of the date first above written (the "Date of Grant"). This Option constitutes the initial automatic grant of an option to Optionee, in his role as a director of the Company, pursuant to Section 6(b)(v)(A) of the Plan, as modified for Optionee pursuant to Section 6(b)(v)(C) of the Plan. 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. Each vested portion of the Option will expire on the fourth anniversary of the date of vesting. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option will vest and may be exercised at the cumulative rate of 250 shares per calendar quarter, commencing on July 1, 2001. Notwithstanding the above, this Option shall: (i) cease to vest, and any unvested portion of the Option shall be deemed to be terminated and not thereafter exercisable, at such time as Optionee ceases to be a Director of the Company; and (ii) be exercisable, and shall vest, in full upon a Change in Control of the Company. A "Change in Control" means the occurrence of one or more of the following events: (a) Any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company's then outstanding Common Stock or equivalent in voting power of any class or classes of the Company's outstanding securities ordinarily entitled to vote in elections of directors ("voting securities"); (b) Shares representing 50 percent or more of the combined voting power of the Company's voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries or affiliates); 1 (c) As a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (d) Following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Company, other than (A) any party to such merger or consolidation, or (B) any affiliates of any such party; or (e) The Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, to another entity that is not wholly-owned by the Company. For purposes of this subsection (v), the determination of what constitutes 50 percent of the assets of the Company shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the events that would constitute a change of control if 50 percent of the Company's assets were transferred in connection with such events, in its sole discretion. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 9. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. 2 Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ------------------------------------ Charles R. Mollo, Chief Executive Officer /s/ JEFFREY R. HARRIS ------------------------------------ Jeffrey R. Harris ###-##-#### ----------------------------------- Social Security Number of Optionee 3 EX-99.I 11 d03170exv99wi.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT I MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTOR GRANT) This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of May 22, 2002, is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and JEFFREY R. HARRIS, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 50,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $1.60 per share. The Option is granted as of the date first above written (the "Date of Grant"). This Option constitutes the initial automatic grant of an option to Optionee, in his role as a director of the Company, pursuant to Section 6(b)(v)(A) of the Plan, as modified for Optionee pursuant to Section 6(b)(v)(C) of the Plan. 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. Each vested portion of the Option will expire on the fourth anniversary of the date of vesting. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option will vest and may be exercised at the cumulative rate of 10% per calendar quarter, with vesting occurring on the first day of each calendar quarter, commencing on July 1, 2002, and final vesting on October 1, 2004. Specifically, the vesting schedule will be as follows:
Shares Vesting Cumulative Total Shares Vested -------------- ------------------------------ 5,000 on July 1, 2002 5,000 5,000 on October 1, 2002 10,000 5,000 on January 1, 2003 15,000 5,000 on April 1, 2003 20,000 5,000 on July 1, 2003 25,000 5,000 on October 1, 2003 30,000 5,000 on January 1, 2004 35,000 5,000 on April 1, 2004 40,000 5,000 on July 1, 2004 45,000 5,000 on October 1, 2004 50,000
Notwithstanding the above, this Option shall: (i) cease to vest, and any unvested portion of the Option shall be deemed to be terminated and not thereafter exercisable, at such time as Optionee 1 ceases to be a Director of the Company; and (ii) be exercisable, and shall vest, in full upon a Change in Control of the Company. A "Change in Control" means the occurrence of one or more of the following events: (a) Any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company's then outstanding Common Stock or equivalent in voting power of any class or classes of the Company's outstanding securities ordinarily entitled to vote in elections of directors ("voting securities"); (b) Shares representing 50 percent or more of the combined voting power of the Company's voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries or affiliates); (c) As a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (d) Following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Company, other than (A) any party to such merger or consolidation, or (B) any affiliates of any such party; or (e) The Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, to another entity that is not wholly-owned by the Company. For purposes of this subsection (v), the determination of what constitutes 50 percent of the assets of the Company shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the events that would constitute a change of control if 50 percent of the Company's assets were transferred in connection with such events, in its sole discretion. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 2 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 9. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO --------------------------------- Charles R. Mollo, Chief Executive Officer /s/ JEFFREY R. HARRIS --------------------------------- Jeffrey R. Harris ###-##-#### --------------------------------- Social Security Number of Optionee 3 EX-99.J 12 d03170exv99wj.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT J MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (AUDIT COMMITTEE GRANT) This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of May 22, 2002, is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and JEFFREY R. HARRIS, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 2,500 shares of the Company's Common Stock, par value $.01 per share, at a price of $1.60 per share. The Option is granted as of the date first above written (the "Date of Grant"). This Option constitutes the initial automatic grant of an option to Optionee, in his role as a director of the Company, pursuant to Section 6(b)(v)(A) of the Plan, as modified for Optionee pursuant to Section 6(b)(v)(C) of the Plan. 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. Each vested portion of the Option will expire on the fourth anniversary of the date of vesting. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option will vest and may be exercised at the cumulative rate of 625 shares per calendar quarter, commencing on July 1, 2002. Notwithstanding the above, this Option shall: (i) cease to vest, and any unvested portion of the Option shall be deemed to be terminated and not thereafter exercisable, at such time as Optionee ceases to be a Director of the Company; and (ii) be exercisable, and shall vest, in full upon a Change in Control of the Company. A "Change in Control" means the occurrence of one or more of the following events: (a) Any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company's then outstanding Common Stock or equivalent in voting power of any class or classes of the Company's outstanding securities ordinarily entitled to vote in elections of directors ("voting securities"); (b) Shares representing 50 percent or more of the combined voting power of the Company's voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries or affiliates); 1 (c) As a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (d) Following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Company, other than (A) any party to such merger or consolidation, or (B) any affiliates of any such party; or (e) The Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, to another entity that is not wholly-owned by the Company. For purposes of this subsection (v), the determination of what constitutes 50 percent of the assets of the Company shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the events that would constitute a change of control if 50 percent of the Company's assets were transferred in connection with such events, in its sole discretion. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 9. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. 2 Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ------------------------------------ Charles R. Mollo, Chief Executive Officer /s/ JEFFREY R. HARRIS ------------------------------------ Jeffrey R. Harris ###-##-#### ------------------------------------ Social Security Number of Optionee 3 EX-99.K 13 d03170exv99wk.txt NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT K MOBILITY ELECTRONICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (COMMITTEE CHAIRMAN GRANT) This Non-Qualified Stock Option Agreement (the "Agreement"), dated as of May 22, 2002, is entered into by and between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and JEFFREY R. HARRIS, a director of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 1,000 shares of the Company's Common Stock, par value $.01 per share, at a price of $1.60 per share. The Option is granted as of the date first above written (the "Date of Grant"). This Option constitutes the initial automatic grant of an option to Optionee, in his role as a director of the Company, pursuant to Section 6(b)(v)(A) of the Plan, as modified for Optionee pursuant to Section 6(b)(v)(C) of the Plan. 2. CHARACTER OF OPTION. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. Each vested portion of the Option will expire on the fourth anniversary of the date of vesting. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option will vest and may be exercised at the cumulative rate of 250 shares per calendar quarter, commencing on July 1, 2002. Notwithstanding the above, this Option shall: (i) cease to vest, and any unvested portion of the Option shall be deemed to be terminated and not thereafter exercisable, at such time as Optionee ceases to be a Director of the Company; and (ii) be exercisable, and shall vest, in full upon a Change in Control of the Company. A "Change in Control" means the occurrence of one or more of the following events: (a) Any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the "Exchange Act"), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company's then outstanding Common Stock or equivalent in voting power of any class or classes of the Company's outstanding securities ordinarily entitled to vote in elections of directors ("voting securities"); (b) Shares representing 50 percent or more of the combined voting power of the Company's voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries or affiliates); 1 (c) As a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (d) Following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Company, other than (A) any party to such merger or consolidation, or (B) any affiliates of any such party; or (e) The Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, to another entity that is not wholly-owned by the Company. For purposes of this subsection (v), the determination of what constitutes 50 percent of the assets of the Company shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the events that would constitute a change of control if 50 percent of the Company's assets were transferred in connection with such events, in its sole discretion. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 9. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 10. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. 2 Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ------------------------------------ Charles R. Mollo, Chief Executive Officer /s/ JEFFREY R. HARRIS ------------------------------------ Jeffrey R. Harris ###-##-#### ------------------------------------ Social Security Number of Optionee 3 EX-99.L 14 d03170exv99wl.txt INCENTIVE OPTION AGREEMENT EXHIBIT L MOBILITY ELECTRONICS, INC. INCENTIVE OPTION AGREEMENT This Incentive Stock Option Agreement (the "Agreement"), dated as of MARCH 22, 2002, is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and CHARLES R. MOLLO, an employee of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), a copy of which is attached hereto and incorporated herein by reference, the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of THIRTY ONE THOUSAND EIGHT HUNDRED SIXTY (31,860) shares of the Company's Common Stock, par value $.01 per share, at a price of $1.27 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the fifth anniversary of the Date of Grant or, in the event of the Optionee's termination of employment with the Company, on such earlier date as may be provided in Section 6(b) of the Plan. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option may be exercised according to the following schedule:
PERCENTAGE EXERCISABLE PERIOD ----------------------------- ------------------------------ 100.00% March 22, 2002
The unexercised portion of the Option from one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such unexercised portion shall continue for the entire term. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. TERMINATION. The Option shall terminate on the earlier of (i) the expiration date set forth in Section 3 above or, (ii) in the event of the termination of the Optionee's employment, the date provided in Section 6(b) of the Plan. 1 9. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 10. CONFIDENTIALITY AND NONCOMPETITION. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Acknowledgment of Proprietary Interest. Optionee recognizes the proprietary interest of the Company and its affiliates in any Trade Secrets (as hereinafter defined) of the Company and its affiliates. Optionee acknowledges and agrees that any and all Trade Secrets currently known by Optionee or learned by Optionee during the course of his engagement by the Company or otherwise, whether developed by Optionee alone or in conjunction with others or otherwise, shall be and is the property of the Company and its affiliates. Optionee further acknowledges and understands that his disclosure of any Trade Secrets will result in irreparable injury and damage to the Company and its affiliates. As used herein, "Trade Secrets" means all confidential and proprietary information of the Company and its affiliates, now owned or hereafter acquired, including, without limitation, information derived from reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, financial projections, cost summaries, pricing formula, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates and information related to the business, products or sales of the Company or its affiliates, or any of their respective customers, other than information which is otherwise publicly available; provided, however, "Trade Secrets" does not include any information that is known or readily obtainable by companies within the computer industry. (b) Optionee acknowledges and agrees that the Company and its affiliates are entitled to prevent the disclosure of Trade Secrets. As consideration for the grant of the options hereunder to Optionee by the Company, Optionee agrees at all times during his employment with the Company and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by the Company and its affiliates to further the business of the Company and its affiliates, and not to use except in the pursuit of the business of the Company and its affiliates, the Trade Secrets, without the prior written consent of the Company, including Trade Secrets developed by Optionee. (c) Return of Materials at Termination. In the event of any termination or cessation of his employment with the Company for any reason whatsoever, Optionee will promptly deliver to the Company all documents, data and other information pertaining to Trade Secrets. Optionee shall not take any documents or other information, or any 2 reproduction or excerpt thereof, containing or pertaining to any Trade Secrets. (d) Competition During Employment. Optionee agrees that during his employment with the Company, neither he, nor any of his affiliates, will directly or indirectly compete with the Company or its affiliates in the portable or handheld computer power, docking, and connectivity business, which is defined as product lines or businesses that are competitive with products that are manufactured, marketed or sold by the Company and its affiliates during the term of his employment or under development during the term of his employment (the "Business"); and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is competitive with the Business; provided, however, that this Section shall not prohibit Optionee or any of his affiliates from purchasing or holding an aggregate equity interest of up to 1% in any business in competition with the Business. Furthermore, Optionee agrees that during his employment with the Company, he will undertake no planning for the organization of any business activity competitive with the Business and Optionee will not combine or conspire with any other Optionees of the Company and its affiliates for the purpose of the organization of any such competitive business activity. (e) Competition Following Employment. Optionee agrees that for a period of one-year after the termination or cessation of his employment for the Company for any reason whatsoever, neither he, nor any of his affiliates, will directly or indirectly: (1) compete with the Company or its affiliates in the Business, and that he will not act as an officer, director, Optionee, consultant, shareholder, lender, or agent of any entity which is engaged in the Business; provided, however, that this Section shall not prohibit Optionee or any of his affiliates from purchasing or holding an aggregate equity interest of up to 1% in any business in competition with the Business. Furthermore, Optionee will not combine or conspire with any other Optionees of the Company and its affiliates for the purpose of the organization of any such competitive business activity. 11. INVENTIONS. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Disclosure to Company. Optionee agrees to promptly disclose to the Company any and all inventions, discoveries, improvements, trade secrets, formulas, compositions, code, designs, programs, techniques, processes, and know-how, whether or not reduced to writing or practice, conceived by Optionee during the period of his or her employment with the Company, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research or investigations of the Company, or which result, to any extent, from use of the Company's premises or property (the work being hereinafter collectively referred to as the "Intellectual Property"). Further, Optionee shall disclose in confidence to the Company all patent and copyright applications filed by or on behalf 3 of Optionee during the term of his employment with the Company and, to the extent such application related to the business of the Company at the date Optionee's employment terminates, for a period of three (3) years thereafter. (b) Intellectual Property as Sole Property of the Company. Optionee acknowledges and agrees that all the Intellectual Property shall be the sole property of Optionee or any other entity designated by it, and Optionee hereby assigns to the Company his or her entire right and interest in and to all Intellectual Property. Optionee further agrees as to all Intellectual Property to assist the Company in every way (at the Company's expense) to obtain and from time to time enforce patents and copyrights on the Intellectual Property in any and all countries during the term of this Agreement. To that end, by way of illustration but not limitation, Optionee will testify in any suit or other proceeding involving any of the Intellectual Property, execute all documents which the Company reasonably determines to be necessary or convenient for use in applying for and obtaining patents and copyrights thereon and enforcing same, and execute all necessary assignments thereof to the Company or persons designated by it. Optionee's obligation to assist the Company in obtaining and enforcing patents and copyrights for the Intellectual Property shall continue beyond the termination of his employment, but the Company shall compensate Optionee at a reasonable rate after such termination for the time actually spent by Optionee at the Company's request on such assistance and the Company's requests for assistance shall be reasonable in light of Optionee's then existing business commitments. Optionee hereby irrevocably appoints the Company, and its duly authorized officers and agents, as Optionee's agent and attorney-in-fact to act for and on behalf of Optionee in filing all patent and copyright applications, amendments, renewals, and all other appropriate documents in any way related to Intellectual Property. The Company will promptly notify Optionee following any such filing, provided that the Company will not be obligated to make such notification if as a result the Company would be in violation of any agreement or order to which it is subject or bound. (c) List of Prior Inventions. As a matter of record, Optionee has set forth on Exhibit "A" attached hereto a complete list separately identifying each invention, discovery, improvement, trade secret, formula, composition, code, design, program, technique, process and know-how made or discovered by Optionee prior to his employment with the Company. Optionee represents and covenants that such list is complete. As a matter of record, Optionee has set forth on Exhibit "A" attached hereto a complete list of all inventions, programs, discoveries, or improvements relating to the Company's business which have been made by Optionee prior to his employment with the Company. Optionee represents and covenants that such list is complete. All such matters set forth in Exhibit "A", if any, which Optionee made prior to his employment by the Company are excluded from the scope of this Agreement. 4 (D) TIME OF INVENTION; PRESUMPTION. For the purposes of this Agreement, an invention or other Intellectual Property is deemed to have been made or conceived during the duration of employment if during such time, the invention or other Intellectual Property was conceived or first actually reduced to writing or practice; and Optionee agrees that any disclosure of an invention, Intellectual Property or any patent or copyright application made within one (1) year after termination of his employment shall be presumed to relate to an invention or other Intellectual Property which was made or conceived during the term of Optionee's employment unless Optionee provides satisfactory and compelling evidence to the contrary. (e) Training and Experience. Nothing herein is intended to prevent or restrict the use by Optionee of Optionee's education, training and experience, except insofar as is expressly provided. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 12. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO ------------------------------------ Charles R. Mollo Chief Executive Officer OPTIONEE: /s/ CHARLES R. MOLLO ------------------------------------ Charles R. Mollo ###-##-#### ------------------------------------ Social Security Number of Optionee 5 EX-99.M 15 d03170exv99wm.txt INCENTIVE OPTION AGREEMENT EXHIBIT M MOBILITY ELECTRONICS, INC. INCENTIVE OPTION AGREEMENT This Incentive Stock Option Agreement (the "Agreement"), dated as of MARCH 22, 2002, is entered into between Mobility Electronics, Inc., a Delaware corporation (the "Company"), and CHARLES R. MOLLO, an employee of the Company (the "Optionee"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan"), a copy of which is attached hereto and incorporated herein by reference, the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of SIX THOUSAND SIX HUNDRED SIXTY SIX (6,666) shares of the Company's Common Stock, par value $.01 per share, at a price of $1.27 per share. The Option is granted as of the date first above written (the "Date of Grant"). 2. CHARACTER OF OPTION. The Option is an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. TERM. The Option will expire on the fourth anniversary of the Date of Grant or, in the event of the Optionee's termination of employment with the Company, on such earlier date as may be provided in Section 6(b) of the Plan. 4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the Option may be exercised according to the following schedule:
PERCENTAGE EXERCISABLE PERIOD ---------------------------------- -------------------------------- 50.00% March 22, 2002 25.00% March 22, 2003 25.00% March 22, 2004
The unexercised portion of the Option from one period may be carried over to a subsequent period or periods, and the right of the Optionee to exercise the Option as to such unexercised portion shall continue for the entire term. 5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof shall be effected by the giving of written notice to the Company and payment of the purchase price prescribed in Section 1 above for the shares to be acquired pursuant to the exercise. 6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares purchased pursuant to the Option shall be in cash, unless otherwise agreed to in writing by the Compensation Committee of the Board of Directors of the Company. 7. TRANSFER OF OPTIONS. The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative. 8. TERMINATION. The Option shall terminate on the earlier of (i) the expiration date set forth in Section 3 above or, (ii) in the event of the termination of the Optionee's employment, the date provided in Section 6(b) of the Plan. 1 9. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the applicable terms and provisions of the Plan, and such terms and provisions are incorporated by reference herein. The Optionee hereby accepts and agrees to be bound by all the terms and conditions of the Plan. 10. CONFIDENTIALITY AND NONCOMPETITION. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Acknowledgment of Proprietary Interest. Optionee recognizes the proprietary interest of the Company and its affiliates in any Trade Secrets (as hereinafter defined) of the Company and its affiliates. Optionee acknowledges and agrees that any and all Trade Secrets currently known by Optionee or learned by Optionee during the course of his engagement by the Company or otherwise, whether developed by Optionee alone or in conjunction with others or otherwise, shall be and is the property of the Company and its affiliates. Optionee further acknowledges and understands that his disclosure of any Trade Secrets will result in irreparable injury and damage to the Company and its affiliates. As used herein, "Trade Secrets" means all confidential and proprietary information of the Company and its affiliates, now owned or hereafter acquired, including, without limitation, information derived from reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, financial projections, cost summaries, pricing formula, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates and information related to the business, products or sales of the Company or its affiliates, or any of their respective customers, other than information which is otherwise publicly available; provided, however, "Trade Secrets" does not include any information that is known or readily obtainable by companies within the computer industry. (b) Optionee acknowledges and agrees that the Company and its affiliates are entitled to prevent the disclosure of Trade Secrets. As consideration for the grant of the options hereunder to Optionee by the Company, Optionee agrees at all times during his employment with the Company and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by the Company and its affiliates to further the business of the Company and its affiliates, and not to use except in the pursuit of the business of the Company and its affiliates, the Trade Secrets, without the prior written consent of the Company, including Trade Secrets developed by Optionee. (c) Return of Materials at Termination. In the event of any termination or cessation of his employment with the Company for any reason whatsoever, Optionee will promptly deliver to the Company all documents, data and other information pertaining to Trade Secrets. Optionee shall not take any documents or other information, or any 2 reproduction or excerpt thereof, containing or pertaining to any Trade Secrets. (d) Competition During Employment. Optionee agrees that during his employment with the Company, neither he, nor any of his affiliates, will directly or indirectly compete with the Company or its affiliates in the portable or handheld computer power, docking, and connectivity business, which is defined as product lines or businesses that are competitive with products that are manufactured, marketed or sold by the Company and its affiliates during the term of his employment or under development during the term of his employment (the "Business"); and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is competitive with the Business; provided, however, that this Section shall not prohibit Optionee or any of his affiliates from purchasing or holding an aggregate equity interest of up to 1% in any business in competition with the Business. Furthermore, Optionee agrees that during his employment with the Company, he will undertake no planning for the organization of any business activity competitive with the Business and Optionee will not combine or conspire with any other Optionees of the Company and its affiliates for the purpose of the organization of any such competitive business activity. (e) Competition Following Employment. Optionee agrees that for a period of one-year after the termination or cessation of his employment for the Company for any reason whatsoever, neither he, nor any of his affiliates, will directly or indirectly: (1) compete with the Company or its affiliates in the Business, and that he will not act as an officer, director, Optionee, consultant, shareholder, lender, or agent of any entity which is engaged in the Business; provided, however, that this Section shall not prohibit Optionee or any of his affiliates from purchasing or holding an aggregate equity interest of up to 1% in any business in competition with the Business. Furthermore, Optionee will not combine or conspire with any other Optionees of the Company and its affiliates for the purpose of the organization of any such competitive business activity. 11. INVENTIONS. In consideration of the grant of Option hereunder, Optionee agrees to the following: (a) Disclosure to Company. Optionee agrees to promptly disclose to the Company any and all inventions, discoveries, improvements, trade secrets, formulas, compositions, code, designs, programs, techniques, processes, and know-how, whether or not reduced to writing or practice, conceived by Optionee during the period of his or her employment with the Company, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research or investigations of the Company, or which result, to any extent, from use of the Company's premises or property (the work being hereinafter collectively referred to as the "Intellectual Property"). Further, Optionee shall disclose in confidence to the Company all patent and copyright applications filed by or on behalf 3 of Optionee during the term of his employment with the Company and, to the extent such application related to the business of the Company at the date Optionee's employment terminates, for a period of three (3) years thereafter. (b) Intellectual Property as Sole Property of the Company. Optionee acknowledges and agrees that all the Intellectual Property shall be the sole property of Optionee or any other entity designated by it, and Optionee hereby assigns to the Company his or her entire right and interest in and to all Intellectual Property. Optionee further agrees as to all Intellectual Property to assist the Company in every way (at the Company's expense) to obtain and from time to time enforce patents and copyrights on the Intellectual Property in any and all countries during the term of this Agreement. To that end, by way of illustration but not limitation, Optionee will testify in any suit or other proceeding involving any of the Intellectual Property, execute all documents which the Company reasonably determines to be necessary or convenient for use in applying for and obtaining patents and copyrights thereon and enforcing same, and execute all necessary assignments thereof to the Company or persons designated by it. Optionee's obligation to assist the Company in obtaining and enforcing patents and copyrights for the Intellectual Property shall continue beyond the termination of his employment, but the Company shall compensate Optionee at a reasonable rate after such termination for the time actually spent by Optionee at the Company's request on such assistance and the Company's requests for assistance shall be reasonable in light of Optionee's then existing business commitments. Optionee hereby irrevocably appoints the Company, and its duly authorized officers and agents, as Optionee's agent and attorney-in-fact to act for and on behalf of Optionee in filing all patent and copyright applications, amendments, renewals, and all other appropriate documents in any way related to Intellectual Property. The Company will promptly notify Optionee following any such filing, provided that the Company will not be obligated to make such notification if as a result the Company would be in violation of any agreement or order to which it is subject or bound. (c) List of Prior Inventions. As a matter of record, Optionee has set forth on Exhibit "A" attached hereto a complete list separately identifying each invention, discovery, improvement, trade secret, formula, composition, code, design, program, technique, process and know-how made or discovered by Optionee prior to his employment with the Company. Optionee represents and covenants that such list is complete. As a matter of record, Optionee has set forth on Exhibit "A" attached hereto a complete list of all inventions, programs, discoveries, or improvements relating to the Company's business which have been made by Optionee prior to his employment with the Company. Optionee represents and covenants that such list is complete. All such matters set forth in Exhibit "A", if any, which Optionee made prior to his employment by the Company are excluded from the scope of this Agreement. 4 (D) TIME OF INVENTION; PRESUMPTION. For the purposes of this Agreement, an invention or other Intellectual Property is deemed to have been made or conceived during the duration of employment if during such time, the invention or other Intellectual Property was conceived or first actually reduced to writing or practice; and Optionee agrees that any disclosure of an invention, Intellectual Property or any patent or copyright application made within one (1) year after termination of his employment shall be presumed to relate to an invention or other Intellectual Property which was made or conceived during the term of Optionee's employment unless Optionee provides satisfactory and compelling evidence to the contrary. (e) Training and Experience. Nothing herein is intended to prevent or restrict the use by Optionee of Optionee's education, training and experience, except insofar as is expressly provided. AMENDMENT. This Agreement may be amended by an instrument in writing signed by both the Company and the Optionee. 12. MISCELLANEOUS. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware and will be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee. Executed as of the date first above written. MOBILITY ELECTRONICS, INC. By: /s/ CHARLES R. MOLLO -------------------------------- Charles R. Mollo Chief Executive Officer OPTIONEE: /s/ CHARLES R. MOLLO ----------------------------------- Charles R. Mollo ----------------------------------- Social Security Number of Optionee 5 -----END PRIVACY-ENHANCED MESSAGE-----