-----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, P4RtJgxFPBxF/aStPpkR1XIQxUOb3JyZm9f0GtYC9BlBwouNr61n6zpOzaWzValK GAgULjAxmobhJ9eM57RSjg== 0000950172-99-000226.txt : 19990309 0000950172-99-000226.hdr.sgml : 19990309 ACCESSION NUMBER: 0000950172-99-000226 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990308 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: IMPRIMIS INVESTORS LLC GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD MANAGEMENT LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE WELLNESS CENTERS INC CENTRAL INDEX KEY: 0001022828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 521910135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52319 FILM NUMBER: 99558498 BUSINESS ADDRESS: STREET 1: 666 11TH ST N W SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 2026399700 MAIL ADDRESS: STREET 1: 666 11TH STREET N W STREET 2: SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 4) COMPLETE WELLNESS CENTERS, INC. ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001665 per share ------------------------------------------------------------------------- (Title of Class and Securities) 20452H4-10-3 ------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Arthur Amron, Esq. 411 West Putnam Avenue, Suite 125 Greenwich, Connecticut 06830 (203) 862-7000 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Randall H. Doud, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 December 10, 1998 and February 26, 1999 ------------------------------------------------------------------------- (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) See Rule 13d-1(a) for other parties to whom copies are to be sent. CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Imprimis Investors LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,286,411 OWNED BY ---------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ---------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 2,286,411 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,286,411 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,163,914 shares of Common Stock issuable to the Reporting Person, the other Reporting Persons filing this Schedule 13D, and the persons who acquired certain securities of the Reporting Persons). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Wexford Spectrum Investors LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 594,103 OWNED BY ---------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ---------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 594,103 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 594,103 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%(based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,163,914 shares of Common Stock issuable to the Reporting Person, the other Reporting Persons filing this Schedule 13D, and the persons who acquired certain securities of the Reporting Persons). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Wexford Management LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,850,514 OWNED BY ---------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ---------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 2,850,514 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,850,514 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.1% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,163,914 shares of Common Stock issuable to the Reporting Person, the other Reporting Persons filing this Schedule 13D and the persons who acquired certain securities of the Reporting Persons). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Joseph M. Jacobs --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,850,514 OWNED BY ---------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ---------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 2,850,514 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,850,514 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.1% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,163,914 shares of Common Stock issuable to the Reporting Person, the other Reporting Persons filing this Schedule 13D and the persons who acquired certain securities of the Reporting Persons). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Charles E. Davidson --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,850,514 OWNED BY ---------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ---------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 2,850,514 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,850,514 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.1% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,163,914 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN --------------------------------------------------------------------------- Item 4. Purpose of Transaction. Imprimis and Wexford, the holders of all of the Preferred Stock, entered into a stock purchase agreement, dated as of February 26, 1999 (the "Stock Purchase Agreement"), with RVR Consulting Group, Inc., a Florida corporation (the "Buyer") and the Company, pursuant to which Wexford and Imprimis agreed to sell an aggregate of 10,969 shares of the Preferred Stock to the Buyer for a purchase price of $500,000, of which $250,000 was payable on February 26, 1999, and the remaining $250,000 is payable in six equal monthly installments of $41,666.67, commencing on May 1, 1999, with the final monthly installment due and payable on October 1, 1999. The Stock Purchase Agreement provides that, if the Company is delisted from the NASDAQ on or prior to June 30, 1999 because of its failure to meet the minimum tangible net worth test, the Buyer may, within 10 business days of notification of such delisting, elect to demand a refund of all prior installment payments paid to Wexford and Imprimis, and the Buyer's obligation to make further installment payments will terminate. The Buyer will reconvey (the "Reconveyance") to Wexford and Imprimis 50% of the shares of Preferred Stock that it purchased upon receiving the refund payments. Wexford and Imprimis will not be obligated to refund the initial $250,000 payment. Wexford and Imprimis have agreed not to convert into Common Stock or sell their remaining Preferred Stock without the consent of the Buyer. However, Wexford and Imprimis may convert into Common Stock or sell (i) 10,969 shares beginning 24 months after the date of the sale to the Buyer; (ii) an additional 10,969 shares 36 months after the date of the sale to the Buyer (or 13,711 in the event of a Reconveyance); and (iii) an additional 10,969 shares 48 months after the date of the sale to the Buyer (or 13,711 in the event of a Reconveyance). The Stock Purchase Agreement provides that if the Buyer engages in a transaction involving the shares of Preferred Stock that it purchased from Wexford and Imprimis, including a sale of such shares, Wexford and Imprimis will have the right to participate in the transaction on a pro rata basis based on their remaining aggregate 98,718 shares of Preferred Stock. Wexford and Imprimis also assigned to the Buyer all of their non- economic rights (the "Rights") associated with their ownership of the Preferred Stock, including the right to designate a majority of the Board of Directors of the Company. The Buyer has agreed to designate one individual specified by Wexford and Imprimis to the Company's Board. Upon the earlier of (i) five years from the date of the sale to the Buyer or (ii) the on which the closing price for the Company's Common Stock has equaled or exceeded $10 for twenty consecutive trading days, the Buyer will reassign to Wexford and Imprimis the Rights and the Preferred Stock will cease to be subject to restrictions on transfer. The Stock Purchase Agreement also provides that Wexford and Imprimis will restructure and extend the payment terms of loans in an aggregate principal amount of $475,000 to the Company. Except as described above, the Reporting Persons do not have any plans or proposals, other than those described in the preceding paragraph, which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire or dispose of Common Stock or the Preferred Stock or to formulate other purposes, plans or proposals regarding the Company or the Common Stock or the Preferred Stock held by the Reporting Persons to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. On February 1999, pursuant to the Stock Purchase Agreement, Wexford and Imprimis sold 10,969 shares of Preferred Stock, of which 8,775 shares were sold by Imprimis and 2,194 shares were sold by Wexford. It currently expected that six of the eight Wexford Management employees who are currently on the Company's Board will resign, in which case the unvested options that have been granted to them will lapse. On December 10, 1999, Frederick Simon's option to purchase 3,750 shares of Common Stock, granted in connection with his prior services as a director of the Company, expired, following his resignation from the Board in September. The Reporting Persons may be deemed to beneficially own the respective percentages and numbers of outstanding shares of Common Stock set forth below, including the 30,000 shares of Common Stock currently issuable, pursuant to the options granted to certain employees of Wexford Management who are directors of the Company, in all of which the Reporting Persons may be deemed to have an interest. Such percentages have been calculated using information obtained from the Company's quarterly report on Form 10-QSB for the period ended September 30, 1998, on the basis of 2,416,635 shares of Common Stock issued and outstanding on September 30, 1998 and based on an assumed 3,133,914 shares of Issuable Common Stock at an assumed conversion price of $1.75 per share of Common Stock issuable to the Reporting Persons filing this Schedule 13D and to RVR. A. Imprimis (a) Aggregate number of shares of Common Stock beneficially owned: 2,286,411, composed of 2,256,411 shares of Issuable Common Stock and 30,000 shares of Common Stock issuable upon exercise of all currently vested options granted to the Wexford Directors. Percentage: 41.0% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 2,286,411 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 2,286,411 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Imprimis during the past 60 days. (d) Not applicable. (e) Not applicable. B. Wexford Spectrum Investors LLC (a) Aggregate number of shares of Common Stock beneficially owned: 594,103, composed of 564,103 shares of Issuable Common Stock and 30,000 shares of Common Stock issuable upon exercise of all currently vested options granted to the Wexford Directors. Percentage: 10.6% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 594,103 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 594,103 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Wexford during the past 60 days. (d) Not applicable. (e) Not applicable. C. Wexford Management (a) Aggregate number of shares of Common Stock beneficially owned: 2,850,514, composed of 2,820,514 shares of Issuable Common Stock and 30,000 shares of Common Stock issuable upon exercise of all currently vested options granted to the Wexford Directors. Percentage: 51.0% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 2,850,514 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 2,850,514 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Wexford Management during the past 60 days. (d) Not applicable. (e) Not applicable. C. Joseph M. Jacobs (a) Aggregate number of shares of Common Stock beneficially owned: 2,850,914, composed of 2,820,514 shares of Issuable Common Stock and 30,000 shares of Common Stock issuable upon exercise of all currently vested options granted to the Wexford Directors. Percentage: 51.0% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 2,850,914 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 2,850,914 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Mr. Jacobs during the past 60 days. (d) Not applicable. (e) Not applicable. D. Charles E. Davidson (a) Aggregate number of shares of Common Stock beneficially owned: 2,850,914, composed of 2,820,514 shares of Issuable Common Stock and 30,000 shares of Common Stock issuable upon exercise of all currently vested options granted to the Wexford Directors. Percentage: 51.0% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 2,850,514 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 2,850,514 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Mr. Davidson during the past 60 days. (d) Not applicable. (e) Not applicable. Wexford Management may, by reason of its status as manager of Imprimis and Wexford, be deemed to own beneficially the Common Stock of which Imprimis and Wexford possess beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of Wexford Management, be deemed to own beneficially the Common Stock of which Imprimis and Wexford possesses beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares the power to vote and to dispose of the shares of Common Stock Imprimis and Wexford beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to, transfer or voting of any such securities, 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. Item 7. Material to be Filed as Exhibits. Exhibit XI Stock Purchase Agreement, dated as of February 26, 1999, among Imprimis Investors LLC, Wexford Spectrum Investors LLC, RVR Consulting Group, Inc. and Complete Wellness Centers, Inc. 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: March 5, 1999 IMPRIMIS INVESTORS LLC By: /s/ Arthur H. Amron Name: Arthur H. Amron Title: Vice President WEXFORD SPECTRUM INVESTORS LLC By: /s/ Arthur H. Amron -------------------------------- Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT LLC By: /s/ Arthur H. Amron -------------------------------- Name: Arthur H. Amron Title: Senior Vice President /s/ Charles E. Davidson ------------------------------------ /s/ Joseph M. Jacobs ------------------------------------ EXHIBIT INDEX Exhibit XI Stock Purchase Agreement, dated as of February 26, 1999, among Imprimis Investors LLC, Wexford Spectrum Investors LLC, RVR Consulting Group, Inc. and Complete Wellness Centers, Inc. EX-99 2 EXHIBIT XI - STOCK PURCHASE AGREEMENT Exhibit XI STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of this 26th day of February, 1999, by and among IMPRIMIS INVESTORS LLC, a Delaware limited liability company, having its principal place of business at c/o Wexford Management LLC, 411 West Putnam Avenue, Greenwich, Connecticut 06830 ("Imprimis"); WEXFORD SPECTRUM INVESTORS LLC, a Delaware limited liability company, having its principal place of business at c/o Wexford Management LLC, 411 West Putnam Avenue, Greenwich, Connecticut 06830 (collectively, with Imprimis, the "Seller"); and RVR CONSULTING GROUP, INC., a Florida corporation having an address at c/o P.O. Box 2148, Goldenrod, Florida 92733 (the "Purchaser"). W I T N E S S E T H: WHEREAS, the Seller owns 109,687 shares of the Senior Convertible Preferred Stock of Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), par value $.01 per share (the "Preferred Stock"); WHEREAS, the Seller desires to sell, assign and convey to the Purchaser 10,969 shares of the Preferred Stock (the "Shares"), and the Purchaser desires to purchase and acquire such Shares from the Seller on and subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the respective representations and warranties hereinafter set forth and of the mutual covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiently of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. Sale and Purchase. Subject to the terms and conditions contained herein, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser, and the Purchaser hereby purchases and accepts from the Seller, all of the Seller's right, title and interest in and to the Shares, free and clear of any liens, pledges, security interests, claims or encumbrance of any kind. 2. Purchase Price; Guarantee of Payment. (1) The purchase price for the Shares (the "Purchase Price") shall be Five Hundred Thousand ($500,000) Dollars. On the date hereof (the "Closing Date"), the Purchaser shall deliver to Seller via wire transfer of immediately available funds the amount of Two Hundred Fifty Thousand ($250,000) Dollars as partial payment of the Purchase Price (the "Initial Payment"). The balance of the Purchase Price shall be payable by the Purchaser to Seller in six (6) equal monthly installments of Forty-One Thousand Six Hundred Sixty-Six and 67/100 ($41,666.67) Dollars each, commencing on May 1, 1999 with the final monthly installment due and payable on October 1, 1999 (the "Installment Payments"). The Installment Payments shall be paid by wire transfer of immediately available funds to an account (or accounts) designated by Seller. (2) The full and timely payment of the Installment Payments is hereby jointly and severally guaranteed by Messrs. Joseph Raymond, Jr., Sergio Vallejo and Joseph Raymond, Sr. (the "Guarantors"). The Guarantors are the shareholders of Purchaser. The foregoing guarantee shall be deemed to be absolute and unconditional, and shall continue until all of the guaranteed obligations have been paid in full. Notwithstanding the foregoing, the Seller may not proceed to enforce the guarantee unless and until following a default in payment of an Installment Payment by Purchaser, the Purchaser has failed to cure such default within five (5) days following its receipt of written notice of default from Seller. 3. Representations and Warranties of Seller. Seller hereby represents and warrants to, and agreed with, the Purchaser as follows: 3.1 Organization and Good Standing. Each entity constituting the Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.2 No Conflict. (1) To the best of its actual knowledge, it being understood that Seller has not engaged in any investigation of any kind, the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Company's Certificate of Incorporation, By-Laws or of any statute, indenture, mortgage, deed of trust, loan agreement or other agreement, instrument or restriction to which the Company is a party or by which the Company or any of its assets may be bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company. (2) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Seller's respective Certificates of Formation, Operating Agreements or of any statute, indenture, mortgage, deed of trust, loan agreement or other agreement, instrument or restriction to which the Seller is a party or by which the Seller or any of its assets may be bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller. 3.3 Ownership of Preferred Stock. The 109,687 shares of Preferred Stock owned by Seller are owned free and clear of all liens, pledges, security interests, claims or encumbrances of any kind. The 109,687 shares of Preferred Stock owned by the Seller have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon the Seller for the purchase or acquisition of any shares of the Preferred Stock. 4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to, and agrees with, the Seller as follows: 4.1 Organization and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. 4.2 No Conflict. The execution and delivery of this Agreement, and the consummation of the transaction contemplated hereby, will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Purchaser's Certificate of Incorporation, By-Laws or of any statute, indenture, mortgage, deed of trust, loan agreement or other agreement, instrument or restriction to which the Purchaser is a party or by which the Purchaser or any of its assets may be bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Purchaser. 4.3 Investigation by Purchaser. Purchaser is a sophisticated investor and has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and acknowledges that Seller has provided Purchaser with access to the records of the Company for this purpose. Purchaser has acquired sufficient knowledge about the Company to make an informed decision to enter into this Agreement, and in making such decision is relying solely on its due diligence and the representations and warranties contained herein. 5. Acknowledgments and Agreements of the Parties. (1) To the maximum effort permissible under applicable law, Seller hereby assigns to Purchaser all of its non-economic rights associated with its ownership of the Preferred Stock, including but not limited to the power to designate a majority of the Board of Directors of the Company (collectively, the "Rights"). To effect the election of the Purchaser's designees to the Board of Directors of the Company, the Seller agrees that on the date hereof it shall appoint each of Purchaser's designees to the Board of Directors of the Company, and shall cause each of Seller's designees to the Board of Directors of the Company to resign. Purchaser agrees to the maximum extent permissible under applicable law to designate one individual specified by Seller as a member of the Board of Directors. Except as specifically provided below, Seller agrees that it will not convert, retire, sell, hypothecate or otherwise transfer any of the Preferred Stock, other than the Shares (collectively, the "Restrictions on Transfer") without the prior written consent of the Purchaser. In addition, on the date hereof Seller agrees to execute an irrevocable proxy in favor of Purchaser substantially in the form of Exhibit A attached hereto with respect to the shares of the Company's common stock issuable upon the conversion of the Preferred Stock owned by Seller converted with the consent of Purchaser pursuant to the preceding sentence. (2) In the event Purchaser elects to convert, sell, retire, hypothecate or transfer, or otherwise engage in any transaction with respect to, all or any portion of the Shares, then, (i) it shall provide Seller with ten (10) days prior written notice of such election and of Seller's right to participate therein, and (ii) notwithstanding the Restrictions on Transfer, Seller shall have the right to take the same action as the Purchaser, or engage in the same transaction as the Purchaser, as the case may be, with respect to the same pro rata portion of the 98,718 shares of Preferred Stock retained by Seller. (3) In the event the Company is delisted from NASDAQ on or prior to June 30, 1999 because of its failure to satisfy the minimum tangible net worth test (whether or not additional tests are met), then Purchaser may elect, within ten business days of its receipt of notification of delisting, to demand a refund of all prior Installment Payments paid to Seller. Upon its receipt of notice of such election delivered by Purchaser, Seller shall promptly refund to Purchaser any and all Installment Payments previously received by Seller, and the obligation of Purchaser to make future Installment Payments shall immediately terminate. The Seller shall not be obligated under such circumstances to refund any portion of the Initial Payment. Upon Purchaser's receipt of such refunded Installment Payments (or upon delivery of Purchaser's notice of Selection if no Installment Payments were paid to Seller), Purchaser shall simultaneously re-convey to Seller fifty (50%) percent of the Shares (a "Reconveyance"). (4) Seller hereby agrees not to pursue, except in concert with Purchaser, any suit, action or claim against the Company, or against any board member, employee, consultant or entity associated or affiliated with the Company other than claims for contribution or indemnity. At the request of Purchaser and in exchange for reciprocal releases, Seller shall release the Company and any affiliate of the Company from any claims based on disputes arising prior to the Closing Date, other than claims for contribution or indemnity. (5) Notwithstanding the Restrictions of Transfer, and in addition to any rights it may have with respect to the sale, retirement, hypothecation or other transfer of the Preferred Stock under Section 5(2) hereof, Purchaser hereby agrees that Seller may convert, sell, retire, hypothecate or transfer (i) 10,969 shares of Preferred Stock on and after the date which is twenty-four (24) months after the Closing Date, (ii) an additional 10,969 shares of Preferred Stock (13,711 shares in the event of a Reconveyance) on and after the date which is thirty-six (36) months after the Closing Date, and (iii) an additional 10,969 shares of Preferred Stock (13,711 in the event of Reconveyance) on and after the date which is forty- eight (48) months after the Closing Date. (6) Upon the earlier to occur of either (i) the date which is five (5) years from the Closing Date or (ii) the date upon which the closing price for the Company's common stock has equaled or exceeded Ten ($10) Dollars for twenty (20) consecutive trading days, the Purchaser shall promptly reassign to Seller the Rights, and the Restrictions on Transfer shall lapse and the Preferred Stock shall cease to be subject to the Restrictions on Transfer. (7) Purchaser represents that on or after February 12, 1999, the Purchaser or its designee provided not less than $250,000 in working capital to the Company. In addition, the Purchaser agrees that it or its designee shall provide to the Company up to an additional $500,000 over the next twelve (12) months to the extent necessary to meet the working capital requirements of the Company. (8) The Seller hereby agrees to restructure and extend the payment terms of its $475,000 principal amount senior secured loan to the Company as follows: during the period from the Closing Date to December 31, 1999 interest only will be payable by the Company to Seller with respect to such loan. During the period January 1, 2000 to December 31, 2001 the Company will make equal quarterly payments to Seller with respect to such loan to repay the unpaid principal and accrued interest based on a five year amortization schedule. The Company will make a balloon payment to Seller equal to the full unpaid principal balance and all accrued interest on January 31, 2002. (9) In the event Purchaser defaults in the performance of any of its material obligations set forth in this Agreement, Purchaser shall promptly reassign to Seller the Rights, and the Restrictions on Transfer shall lapse and the Preferred Stock shall cease to be subject to the Restrictions on Transfer. 6. Survival; Indemnification. 6.1 Survival; Remedy for Breach. The covenants, agreements, representations, warranties and indemnities of the parties hereto contained herein or in any certificate, Schedule or other writing attached hereto, or required by the terms hereof to be delivered by Purchaser or Seller or their respective affiliates, shall survive the Closing for a period from the Closing Date until the expiration of the applicable statutory period of limitations (giving effect to any waiver or extension thereof). Notwithstanding the preceding sentence, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under Section 6 hereof shall survive the time at which it would otherwise terminate if notice of the inaccuracy or breach thereof, which shall include with reasonable specificity the elements of such claim, shall have been given to the party against whom such indemnity may be sought prior to such time. 6.2 Indemnification by Seller. (1) Each of the entities comprising the Seller hereby jointly and severally indemnify the Purchaser, its shareholders, officers, directors and affiliates (collectively, the "Indemnitees") against and agree to hold each of them harmless from any and all damage, loss, liability, expense (including, without limitation, reasonable out-of-pocket expense of investigation and attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving any indemnitee) and cost (collectively, "Indemnified Amounts") incurred or suffered by any Indemnitee arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by Seller pursuant to this Agreement. (2) The agreements and indemnities of the Seller contained herein shall be cumulative, except that an Indemnitee shall not recover more than once for the same Indemnified Amount. (3) The Indemnitees agree to give notice to the Seller promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of any Indemnitee to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (4) The Seller shall not be liable under this Section 6.2 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No investigation by Purchaser at or prior to the Closing shall relieve Seller of any liability hereunder. (5) The amount required to be paid to an Indemnitee by the Seller for any Indemnified Amounts shall be paid not later than thirty (30) days after receipt by the Seller of written notice from an Indemnitee stating that such Indemnified Amounts have been incurred and the amount thereof and of the related indemnity payment. 6.3 Indemnification by the Purchaser. (1) The Purchaser hereby indemnifies the Seller against and agrees to hold it harmless from any and all damages, loss, liability, expense (including, without limitation, reasonable out-of-pocket expenses of investigation and reasonable attorneys fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and cost incurred or suffered by the Seller (collectively, "Indemnified Amounts") arising out of (i) any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement or (ii) any and all exercise of the Rights by Purchaser. The agreements and indemnities of the Purchaser contained herein shall be cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for any Indemnified Amounts hereunder shall be paid not later than thirty (30) days after receipt by the Purchaser of written notice from the Seller, stating that such Indemnified Amounts have been incurred and the amount thereof and of the related indemnity payment. 7. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if sent by facsimile transmission and confirmed by registered or certified mail, postage prepaid, addressed as follows: To purchaser: RVR Consulting Group, Inc. P.O. Box 2148 Goldenrod, FL 32733 Attention: Joseph Raymond, Jr. Facsimile No.: (407) 657-1132 To Seller: Imprimis Investors LLC Westford Spectrum Investors LLC c/o Westford Management LLC 411 West Putnam Avenue Greenwich, Connecticut 06830 Attention: Kenneth Rubin Facsimile No.: (203) 862-7471 With a Copy To: Arthur Amron, Esq. Facsimile: (203) 862-7312 To the Guarantors: Mr. Joseph Raymond, Jr. c/o RVR Consulting Group, Inc. P.O. Box 2148 Goldenrod, FL 32733 Facsimile No.: (407) 657-1132 Sergio Vallejo c/o RVR Consulting Group, Inc. P.O. Box 2148 Goldenrod, FL 32733 Facsimile No.: (407) 657-1132 Joseph Raymond, Sr. c/o RVR Consulting Group, Inc. P.O. Box 2148 Goldenrod, FL 32733 Facsimile No.: (407) 657-1132 or to such other addresses as shall be furnished by like notice by such party. Any such notice or communication given by mail shall be effective upon receipt thereof. 8. Arbitration. Any dispute arising out of or relating to this Agreement, which cannot be settlement amicably without undue delay by the parties hereto, shall be resolved by binding arbitration of one arbitrator selected by the parties hereto under the rules of arbitration of the American Arbitration Association. The award rendered by the arbitrator shall be final and binding upon both parties. Such arbitration shall be conducted in New York City, or such other location as the parties may agree. The costs of such arbitration shall be borne equally by the parties unless the arbitrator otherwise determines. All parties hereby submit to the jurisdiction of the State of New York in connection with the foregoing. 9. Further Assurances. Seller agrees that, at any time after the date hereof, upon the request of the Purchaser, it will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acknowledgments, deeds, assignments, bills of sale, transfers, conveyances, instruments, consents and assurances as may reasonably be required for the better assuring and confirming to the Purchaser, its successors and assigns, absolute ownership to the Shares to be sold to the Purchaser hereunder. 10. Modification. This Agreement and the Schedules annexed hereto contain the entire agreement between the parties hereto and there are no agreements, warranties or representations which are not set forth herein. All prior negotiations, representations, warranties, agreements and understandings are superseded hereby. This Agreement may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto and dated on or subsequent to the date hereof. 11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within the State. 12. Binding Effect; Assignment. This Agreement shall be binding upon the parties and inure to the benefits of the successors and assigns of the respective parties hereto. 13. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 14. Paragraph Headings. The paragraph headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 15. Transaction Expenses. Notwithstanding anything else in this Agreement to the contrary, the parties hereto shall each be responsible for the payment of (and shall indemnify and hold the other parties hereto harmless against) any and all of its or his own expenses, including, without limitation, the fees and expenses of counsel, accountants and other advisers, arising out of or relating directly or indirectly to the transactions contemplated by this Agreement, whether or not such transactions are consummated in whole or in part. 16. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 17. Waiver. The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default. 18. No Agency. This Agreement shall not constitute any party the legal representative or agent of the other, nor shall any party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other party. IN WITNESS WHEREOF, the parties hereto duly executed this Agreement the day and date first above written. IMPRIMIS INVESTORS LLC By: /s/ Arthur Amron _______________________________ Title: Vice President WEXFORD SPECTRUM INVESTORS LLC By: /s/ Arthur Amron ________________________________ Title: Vice President ____________________________ RVR CONSULTING GROUP, INC. By: /s/ Joseph Raymond, Jr. _______________________________ Title: ____________________________ As to Section 2(b) and Sections 7 through 18 inclusive, only: /s/ Joseph Raymond, Jr. _____________________________ Joseph Raymond, Jr. ______________________________ Sergio Vallejo /s/ Joseph Raymond, Sr. _______________________________ Joseph Raymond, Sr. IRREVOCABLE PROXY The undersigned, Imprimis Investors LLC, hereby irrevocable appoints RVR Consulting Group, Inc., or its nominee ("RVR"), with full power of substitution as proxy for the undersigned, and hereby authorizes RVR to vote all shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. (the "Company") acquired by Seller upon conversion of the Preferred Stock and registered in the name of the undersigned, at any meeting of the stockholders of the Company, and to execute a consent with respect to such shares, as to any and all matters upon which action is to be taken or consent to be given by the stockholders of the Company, in such manner as RVR may from time to time determine. This Irrevocable Proxy shall be deemed to be coupled with an interest in favor of RVR and as such, shall be irrevocable and shall survive the death, bankruptcy or incompetency of the undersigned. The irrevocable proxy is executed by the undersigned pursuant to the terms of that certain Stock Purchase Agreement dated as of February 26, 1999 by and among the undersigned, RVR and Wexford Spectrum Investors LLC (the "Agreement"). Capitalized terms utilized herein and not defined herein shall have the respective meanings accorded to them in the Agreement. Notwithstanding anything to the contrary contained herein, this proxy shall terminate on the earlier to occur of (i) the transfer by the undersigned, in accordance with the terms of the Agreement, of any shares of Common Stock of the Company acquired by Seller upon conversion of the Preferred Stock (but only with respect to such transferred shares of Common Stock); (ii) the fifth anniversary of the date hereof; or (iii) the date upon which the closing price for the Company's common stock has equaled or exceeded Ten ($10.00) Dollars for twenty (20) consecutive trading days. The validity of this proxy and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of New York without giving effect to the conflict of laws rules of such State. ANY CLAIM OR CONTROVERSY PERTAINING TO OR ARISING UNDER THIS PROXY OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SETTLED BY A SINGLE ARBITRATOR BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK, THE COSTS OF WHICH SHALL BE BORNE EQUALLY BY THE PARTIES UNLESS THE ARBITRATOR OTHERWISE DETERMINES. ALL PARTIES HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OF NEW YORK IN CONNECTION WITH THE FOREGOING. Date: February 26, 1999 IMPRIMIS INVESTORS LLC By: /s/ Arthur Amron __________________________________ Title: Vice President IRREVOCABLE PROXY The undersigned, Wexford Spectrum Investors LLC, hereby irrevocably appoints RVR Consulting Group, Inc., or its nominee ("RVR"), with full power of substitution as proxy for the undersigned, and hereby authorizes RVR to vote all shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. (the "Company") acquired by Seller upon conversion of the Preferred Stock and registered in the name of the undersigned, at any meeting of the stockholders of the Company, and to execute a consent with respect to such shares, as to any and all matters upon which action is to be taken or consent to be given by the stockholders of the Company, in such manner as RVR may from time to time determine. This Irrevocable Proxy shall be deemed to be coupled with an interest in favor of RVR and as such, shall be irrevocable and shall survive the death, bankruptcy or incompetency of the undersigned. This irrevocable proxy is executed by the undersigned pursuant to the terms of that certain Stock Purchaser Agreement dated as of February 26, 1999 by and among the undersigned, RVR and Imprimis Investors LLC (the "Agreement"). Capitalized terms utilized herein and not defined herein shall have the respective meanings accorded to them in the Agreement. Notwithstanding anything to the contrary contained herein, this proxy shall terminate on the earlier to occur of: (i) the transfer by the undersigned, in accordance with the terms of the Agreement, of any shares of Common Stock of the Company acquired by Seller upon conversion of the Preferred Stock (but only with respect to such transferred shares of Common Stock); (ii) the fifth anniversary of the date hereof; or (iii) the date upon which the closing price for the Company's common stock has equaled or exceeded Ten ($10.00) Dollars for twenty (20) consecutive trading days. The validity of this proxy and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of New York without giving effect to the conflict of laws rules of such State. ANY CLAIM OR CONTROVERSY PERTAINING TO OR ARISING UNDER THIS PROXY OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SETTLED BY A SINGLE ARBITRATOR BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK, THE COSTS OF WHICH SHALL BE BORNE EQUALLY BY THE PARTIES UNLESS THE ARBITRATOR OTHERWISE DETERMINES. ALL PARTIES HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OF NEW YORK IN CONNECTION WITH THE FOREGOING. Dated: February 26, 1999 WEXFORD SPECTRUM INVESTORS, INC. By: /s/ Arthur Amron ___________________________________ Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----