sc13dza

0000950133-08-001523.txt : 20080415 0000950133-08-001523.hdr.sgml : 20080415 20080415122706 ACCESSION NUMBER: 0000950133-08-001523 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 GROUP MEMBERS: BARRY M. KITT GROUP MEMBERS: DAVID M. KNOTT GROUP MEMBERS: J. STEVEN EMERSON GROUP MEMBERS: NANCY JUDA GROUP MEMBERS: THE FRANCISCO TRUST U/A/D FEBRUARY 28, 1996 GROUP MEMBERS: THE PINNACLE FUND, L.P. GROUP MEMBERS: TOM JUDA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYADIC INTERNATIONAL INC CENTRAL INDEX KEY: 0001213809 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450486747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80718 FILM NUMBER: 08756505 BUSINESS ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: 561-743-8333 MAIL ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 FORMER COMPANY: FORMER CONFORMED NAME: CCP WORLDWIDE INC DATE OF NAME CHANGE: 20030110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMALFARB MARK A CENTRAL INDEX KEY: 0001328287 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 561-743-8333 MAIL ADDRESS: STREET 1: C/O DYADIC INTERNATIONAL, INC. STREET 2: 140 INTRACOASTAL POINT DRIVE, SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477-5094 SC 13D/A 1 w54575sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Dyadic International, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

26745T101

(CUSIP Number)

David B.H. Martin, Esq.
Covington & Burling LLP
1201 Pennsylvania Avenue, NW
Washington, DC 20004-2401
(202) 662-5128

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 15, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ^**

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).

^** This statement on Schedule 13D relates to shares held by parties to a voting agreement dated as of October 31, 2007 (the “Voting Agreement”), as amended by a subsequent agreement. Two such parties — Mark A. Emalfarb and The Francisco Trust U/A/D February 28, 1996 — had previously reported on a Schedule 13G the acquisition of the shares now covered by the Voting Agreement.


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

The Pinnacle Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

WC (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,790,572¹

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4%(See Item 5)

TYPE OF REPORTING PERSON

¹ This amount excludes 68,700 shares of the Issuer’s common stock issuable upon the exercise of a warrant held by The Pinnacle Fund, L.P. as explained below in Footnote *.

* The common stock reported above does not include an aggregate of 248,700 shares of common stock issuable upon the exercise of warrants held by The Pinnacle Fund, L.P. and J. Steven Emerson. The Pinnacle Fund, L.P. holds warrants which are exercisable into 68,700 shares of the Issuer’s common stock. J. Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuer’s common stock. Such warrants are subject to an exercise cap that precludes the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 9.999% of the common stock, giving effect to such exercise.

** The percentage in line 13 is calculated based on (i) the number of shares of Dyadic International, Inc. common stock outstanding as of March 28, 2007, as reported in the Issuer’s most recent Form 10-KSB, filed with the Securities and Exchange Commission on April 2, 2007 and (ii) the options and warrants of the parties to the Voting Agreement exercisable within 60 days of the execution of the Voting Agreement.


CUSIP No.		26745T101	13 D

NAMES OF REPORTING PERSONS

Barry M. Kitt

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

WC (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,790,572¹

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4%(See Item 5)

TYPE OF REPORTING PERSON

¹ This amount excludes 68,700 shares of the Issuer’s common stock issuable upon the exercise of a warrant held by The Pinnacle Fund, L.P. as explained below in Footnote *.


CUSIP No.		26745T101	13 D

NAMES OF REPORTING PERSONS

The Francisco Trust U/A/D February 28, 1996

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

4,844,578

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4%(See Item 5)

TYPE OF REPORTING PERSON


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

Mark A. Emalfarb

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

7,098,559

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4% (See Item 5)

TYPE OF REPORTING PERSON


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

Tom Juda

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

395,100

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4% (See Item 5)

TYPE OF REPORTING PERSON


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

Nancy Juda

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See Item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

395,100

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4% (See Item 5)

TYPE OF REPORTING PERSON


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

J. Steven Emerson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,122,00¹

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4 % (See Item 5)

TYPE OF REPORTING PERSON

¹ This amount excludes 180,000 shares of the Issuer’s common stock issuable upon the exercise of a warrant held by J. Steven Emerson as explained below in Footnote *.


CUSIP No.		26745T101	13D

NAMES OF REPORTING PERSONS

David M. Knott

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ (See item 5)

(b) o

SEC USE ONLY

SOURCE OF FUNDS

WC (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,392,159 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,141,250

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,392,159 (See Item 5)

12^*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13^**

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.4 % (See Item 5)

TYPE OF REPORTING PERSON

Schedule 13D

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 31, 2007 (the “Original Statement”). Unless set forth below, all previous items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Statement.

The Reporting Persons are filing this Amendment No. 1 in connection with an Amendment to Voting Agreement entered into as of April 11, 2008 (the “Voting Agreement Amendment”) by The Pinnacle Fund L.P., The Francisco Trust U/A/D February 28, 1996, The Mark A. Emalfarb Trust U/A/D October 1, 1987, The Tom and Nancy Juda Living Trust, J. Steven Emerson and Dorset Management Corporation. A description of the Voting Agreement Amendment is set forth below in the amended and restated Item 4.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons are filing this statement in connection with the Voting Agreement and Voting Agreement Amendment entered into by The Pinnacle Fund, L.P., The Francisco Trust U/A/D February 28, 1996, The Mark A. Emalfarb Trust U/A/D October 1, 1987, The Tom and Nancy Juda Living Trust, J. Steven Emerson, and Dorset Management Corporation (the “Participating Stockholders”). The Participating Stockholders entered into the Voting Agreement on October 31, 2007.

On April 11, 2008, the Participating Stockholders executed the Voting Agreement Amendment to increase from 30 days to 90 days the amount of prior written notice required for a Participating Stockholder to terminate the Voting Agreement with respect to that Participating Stockholder. The Voting Agreement Amendment does not otherwise modify or affect the Participating Stockholders’ rights or obligations under the Voting Agreement. The Participating Stockholders executed the Voting Agreement Amendment in response to an order by the Court of Chancery of the State of Delaware on April 8, 2008 compelling the Issuer to hold an annual meeting of stockholders for the election of directors. In accordance with this order, the Issuer shall hold such meeting within 75 days from the date of the order. In so amending the Voting Agreement, the Participating Stockholders clarify their intent to (1) preserve their voting group through the duration of the court-ordered meeting and (2) vote as a bloc on the election of directors and any other matter proposed to the Issuer’s stockholders for approval or required by law to be approved by the Issuer’s stockholders at such meeting.

Under the Voting Agreement, the manner in which the Participating Stockholders will vote their shares with respect to all matters proposed to the Issuer’s stockholders for approval will be determined based on the voting decision of the majority of the shares covered by the Voting Agreement. The Voting Agreement will terminate either two years from the date of the agreement or by the written consent of a majority of the Participating Stockholders — whichever date is earlier. Under the Voting Agreement, as amended by the Voting Agreement Amendment, a Participating Stockholder may terminate the Voting Agreement, with respect to that Participating Stockholder, by providing 90 days prior written notice to the other Participating Stockholders.

The summaries of the Voting Agreement and Voting Agreement Amendment set forth above are qualified in their entirety by reference to such complete documents, copies of which are filed as Exhibit 99.2 and Exhibit 99.3, respectively, and incorporated herein by reference.

The Reporting Persons believe that action should be taken to preserve stockholder value due to the Issuer’s recent operational deterioration. The Reporting Persons, directly or indirectly, may therefore take actions under the Voting Agreement with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, such as:

(1) the acquisition of additional common shares of the Issuer, or the disposition of common shares of the Issuer;

(2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;

(3) a sale, lease, license, or transfer of a material amount of assets of the Issuer;

(4) any change in the present board of directors or management of the Issuer, including any plans or proposals to elect new directors, to remove directors, to replace directors, to change the number or term of directors, or to fill any vacancies on the board;

(5) any other material change in the Issuer’s business or corporate structure;

(6) changes in the Issuer’s certificate of incorporation, by-laws or instruments corresponding thereto;

(7) the solicitation of proxies or consents with respect to the foregoing; and/or

(8) any action similar to those enumerated above.

Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions, and other factors deemed relevant. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate.

Item 5. Interest in Securities of the Issuer.

Item 5(b) is hereby amended by deleting the first paragraph thereof and restating it in its entirety as follows:

Pursuant to the Voting Agreement, the manner in which the Participating Stockholders will vote their shares with respect to all matters proposed to the Issuer’s stockholders for approval will be determined based on the voting decision of the majority of the shares covered by the Voting Agreement. As described in Item 4 of this statement, the Reporting Persons must provide 90 days notice to terminate the Voting Agreement with respect to those Persons. Accordingly, following the execution of the Voting Agreement, the Reporting Persons may be deemed to have shared power to vote or to direct the vote of the Subject Shares with the other parties to the Voting Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety as follows:

The Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) among themselves with any other person with respect to any securities of the Issuer or its subsidiaries other than the Voting Agreement and the Voting Agreement Amendment.

The descriptions of the Voting Agreement and Voting Agreement Amendment in Item 4 of this statement are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following thereto:

99.3

Amendment to Voting Agreement, by and among certain stockholders of Dyadic International, Inc., dated as of April 11, 2008

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 15, 2008


		THE PINNACLE FUND, L.P.
		By:		Pinnacle Advisers, L.P., its general partner
		By:		Pinnacle Fund Management, LLC, its general partner

		By:		/s/ Barry M. Kitt
				Barry M. Kitt, its sole member

		BARRY M. KITT

		/s/ Barry M. Kitt

		THE FRANCISCO TRUST U/A/D FEBRUARY 28, 1996

		By:		/s/ Morley Alperstein

		Name:		Morley Alperstein
		Title:		Trustee

		MARK A. EMALFARB

		/s/ Mark A. Emalfarb

		TOM JUDA

		/s/ Tom Juda

		NANCY JUDA

		/s/ Nancy Juda

		J. STEVEN EMERSON

		/s/ J. Steven Emerson

		DAVID M. KNOTT

		/s/ David M. Knott

EX-99.3 2 w54575exv99w3.htm EXHIBIT 99.3 exv99w3

AMENDMENT TO VOTING AGREEMENT

This AMENDMENT TO VOTING AGREEMENT (this “Amendment”) is made and entered into and effective as of April 11, 2008, by and among the stockholders listed on the signature pages hereto (the “Participating Stockholders”).

W I T N E S S E T H:

WHEREAS, the Participating Stockholders entered into that certain Voting Agreement, dated as of October 31, 2007 (the “Voting Agreement”), in order to protect their rights as stockholders of Dyadic International, Inc. (the “Company”); and

WHEREAS, pursuant to Section 5 of the Voting Agreement, the Participating Stockholders wish to modify certain provisions of the Voting Agreement with respect to their rights to terminate the Voting Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the undersigned parties do hereby amend the Voting Agreement, effective as of April 11, 2008, as follows:

1. Section 4(b) of the Voting Agreement is hereby amended to read in its entirety as follows:

(b) Termination by Notice to Participating Stockholders. Notwithstanding paragraph (a) of this Section 4, a Participating Stockholder may terminate this Agreement, with respect to that Participating Stockholder, upon ninety (90) days prior written notice to all of the other Participating Stockholders. Any such termination by a Participating Stockholder will have no effect on the rights and obligations of other Participating Stockholders under this Agreement.

2. Except as set forth herein, the Voting Agreement shall remain in full force and effect.

3. This Amendment may be executed in one or more counterparts, all of which together shall evidence a single instrument.

4. This Amendment shall be binding upon and inure to the benefit of the Participating Stockholders and their heirs, successors and assigns.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.


MARK A. EMALFARB TRUST U/A/D OCTOBER 1, 1987
By:	/s/ Mark A. Emalfarb
	Name:	Mark A. Emalfarb
	Title:	as Trustee

THE FRANCISCO TRUST U/A/D FEBRUARY 28, 1996
By:	/s/ Morley Alperstein
	Name:	Morley Alperstein
	Title:	as Trustee

TOM AND NANCY JUDA LIVING TRUST
By:	/s/ Tom Juda
	Name:	Tom Juda
	Title:	as Trustee

DORSET MANAGEMENT CORPORATION
By:	/s/ Anthony R. Campbell
	Name:	Anthony R. Campbell
	Title:	Senior Analyst

[SIGNATURE PAGE TO AMENDMENT TO VOTING AGREEMENT]


THE PINNACLE FUND, L.P.
By:	/s/ Barry M. Kitt
	Name:	Barry M. Kitt
	Title:	The General Partner of Pinnacle Advisers, L.P., The General Partner of The Pinnacle Fund, L.P.

/s/ J. Steven Emerson
J. Steven Emerson

[SIGNATURE PAGE TO AMENDMENT TO VOTING AGREEMENT]