-----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, K9J2TSGalBAMALbF/1dVyIPK7FsDpozNRsdzAr79Gcj0QjjT09/7WgO/tcVz/Ksl F+DcCE7uYXFTMQWqJwpx6g== 0001010924-01-500046.txt : 20010730 0001010924-01-500046.hdr.sgml : 20010730 ACCESSION NUMBER: 0001010924-01-500046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010727 EFFECTIVENESS DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLU SOL INC CENTRAL INDEX KEY: 0001045942 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 870543981 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65982 FILM NUMBER: 1690243 BUSINESS ADDRESS: STREET 1: 5095 WEST 2100 SOUTH STREET 2: 5095 WEST 2100 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84120 BUSINESS PHONE: 8019749475 MAIL ADDRESS: STREET 1: 5095 WEST 2100 CITY: SALT LAKE CITY STATE: UT ZIP: 84120 S-8 1 s-8.txt REGISTRATION STATEMENT ON FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ Volu-Sol, Inc. (Exact name of registrant as specified in its charter) ------------ Utah 87-0543981 (State or other jurisdiction I.R.S. Employer of incorporation or organization) Identification No. 5095 West 2100 South Salt Lake City, Utah 84120 (801) 974-9474 (Address of Principal Executive Offices and Zip Code and Telephone Number of Issuer) Stock Option Agreements -------------------------------- David G. Derrick, CEO Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 (801) 974-9474 (Name, address and telephone number, including area code, of agent for service) Copies to: Kevin R. Pinegar, Esq. Durham Jones & Pinegar PC 111 East Broadway, Suite 900 Salt Lake City, Utah 84111 (801) 415-3000
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Title of each class Proposed maximum Proposed maxi- of securities to be Amount to be offering price per mum aggregate Amount of registered registered(1) share(2) offering price registration fee(3) - ------------------------------------------------------------------------------------------------------------------- Common Stock 1,600,000 shares $1.00 $1,600,000 $400.00 - -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers an indeterminate number of Common Shares that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended. (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the exercise price of the options and the last sale price of the common stock. (3) $250 per $1,000,000 of aggregate offering price, pursuant to Section 6(b) of the Securities Act of 1933. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of this Registration Statement will be sent or given to employees and consultants as specified by Rule 428(b)(1). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). This registration statement covers the following shares: 1. 500,000 shares issuable at a price of $1.00 per share pursuant to an option granted to David G. Derrick, an officer and director of the Company, in October 2000; 2. 500,000 shares issuable at a price of $1.00 per share pursuant to an option granted to James Dalton, an officer and director of the Company, in October 2000; 3. 400,000 shares issuable at a price of $1.00 per share pursuant to an option granted to Bill Kirton, an officer and director of the Company, in October 2000; and 4. 200,000 shares issuable at a price of $1.00 per share pursuant to an option granted to Michael G. Acton, an officer of the Company, in October 2000. Copies of the relevant stock option agreements are attached to this Registration Statement as exhibits and by this reference incorporated herein. Item 2. Registration Information and Employee Plan Annual Information. Registrant shall provide to the Participant, without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant at the address set forth on the cover page hereof. Its telephone number is (801) 974-9474. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Volu-Sol, Inc. (the "Company") are incorporated herein by reference: 2 (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000; and (b) Description of the class of securities of the Company to be offered, (incorporated by reference to the Registration Statement of the Company previously filed, pursuant to which the class of Common Stock of the Company was registered under the Securities Exchange Act of 1934, as amended); (c) Quarterly reports on Form 10-QSB filed by the Company for the quarters ended December 31, 2001 and March 31, 2001; (d) Current report on Form 8-K filed by the Company on July 25, 2001. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Sections 16-10a-841 and 16-10a-842 Revised Business Corporation Act of Utah, together with Articles IV and V of the Articles of Incorporation of the Company, provide for indemnification of the Company's directors, officers, employees, fiduciaries or agents, subject to the Company's determination in each instance that indemnification is in accordance with the standards set forth in the Utah Law. The Company may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify him or her against the same liability under the provisions of the Articles of Incorporation. See Articles IV and V of the Company's Articles of Incorporation, which are incorporated herein by reference and which qualify the foregoing summary statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been 2 informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Option agreement between the Company and David G. Derrick. 4.2 Option agreement between the Company and James Dalton. 4.3 Option agreement between the Company and Bill Kirton. 4.4 Option agreement between the Company and Mike Acton. 5 Opinion of Durham Jones & Pinegar PC regarding validity of common stock registered herein. 23(a) Consent of Tanner+Co. 23(b) Consent of Durham Jones & Pinegar PC (included in the opinion filed as Exhibit 5 to this Registration Statement). Item 9. Undertakings. (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those 3 paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, July 27, 2001. Volu-Sol, Inc. By /s/ David G. Derrick - ------------------------------------- David G. Derrick Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David G. Derrick his attorney-in-fact, with the power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement (including post effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. Signature Title Dated /s/ David G. Derrick - -------------------------- Chairman and CEO 7/27/01 David G. Derrick /s/ Michael G. Acton - -------------------------- CFO (Principal 7/27/01 Michael G. Acton Accounting Officer) /s/ Wilford W. Kirton, III - -------------------------- Director 7/27/01 EXHIBIT INDEX Exhibits 4.1 Option agreement between the Company and David G. Derrick. 4.2 Option agreement between the Company and James Dalton. 4.3 Option agreement between the Company and Bill Kirton. 4.4 Option agreement between the Company and Mike Acton. 5. Opinion of Durham Jones & Pinegar PC regarding validity of common stock registered herein. 23(a) Consent of Tanner+Co. 23(b) Consent of Durham Jones & Pinegar PC (included in the opinion filed as Exhibit 5 to this Registration Statement). EX-4 2 derrick.txt EXHIBIT 4.1 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into effective as of October 10, 2000 (the "Grant Date"), by Volu-Sol, Inc., a Utah corporation (the "Company") and David G. Derrick (the "Holder"). RECITALS A. The Company has adopted the Volu-Sol, Inc. 1997 Transition Plan (the "Plan"), a copy of which has been provided to the Holder (capitalized terms that are used but not defined in this Agreement will have the meanings given those terms in the Plan). B. The Holder is an employee of the Company or one of its Affiliates (as defined in the Plan), and has been designated by the Administrative Committee to receive a stock option under the Plan. NOW, THEREFORE, the Company and the Holder covenant and agree as follows: 1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock option (the "Option") to acquire from the Company Five Hundred Thousand (500,000) shares of the Common Stock, par value $.0001, of the Company (the "Common Stock"), at the price of $1.00 per share (the "Option Price"). The Option is not intended to qualify as an "incentive stock option", as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. 2. TERM OF THE OPTION. Unless earlier terminated in accordance with the provisions of the Plan, the Option will terminate on the earliest to occur of (a) the expiration of Ten (10) years from the Grant Date; (b) the expiration of ninety (90) days following termination of the Holder's employment with the Company for any reason other than death, disability or cause; (c) the expiration of one (1) year following termination of the Holder's employment with the Company on account of death or disability; and (d) the date of termination of the Holder's employment with the Company for cause. 3. VESTING. This Option may be exercised at any time and from time to time in accordance with its terms beginning on the date of grant and ending at midnight (Salt Lake City, Utah time) on October 9, 2005. 4. OTHER LIMITATIONS OF THE OPTION. The Option is subject to all of the provisions of the Plan, which permits adjustments to the Option upon the occurrence of certain corporate events such as stock dividends, extraordinary cash dividends, reclassifications, recapitalizations, reorganizations, split-ups, spin-offs, combinations, exchanges of shares, and warrants or rights offerings and which applies in the event of an Approved Transaction or Control Purchase. 5. EXERCISE OF THE OPTION. To exercise the Option, the Holder must do the following: (a) deliver to the Company a written notice, in the form attached to this Agreement as Exhibit A, specifying the number of shares of Common Stock for which the Option is being exercised; (b) surrender this Agreement to the Company; 1 (c) tender payment of the aggregate Option Price for the shares for which the Option is being exercised, which payment may be made (i) in cash or by check; or (ii) by such other means as the Administrative Committee, in its sole discretion, shall permit at the time of exercise; (d) pay, or make arrangements satisfactory to the Administrative Committee for payment to the Company of all federal, state and local taxes, if any, required to be withheld by the Company in connections with the exercise of the Option; and (e) execute and deliver to the Company the documents required by the Plan and any other documents required from time to time by the Administrative Committee in order to promote compliance with applicable laws, rules and regulations. 6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option has been duly exercised, the Company will deliver to the Holder a certificate for the shares of Common Stock for which the Option was exercised. Unless the Option has expired or been exercised in full, the Company and the Holder agree to execute a new Stock Option Agreement, covering the remaining shares of Common Stock that may be acquired upon exercise of the Option, which will be identical to this Agreement except as to the number of shares of Common Stock subject thereto. In lieu of replacing this Agreement in such manner, the Company may affix to this Agreement an appropriate notation indicating the number of shares for which the Option was exercised and return this Agreement to the Holder. 7. NONTRANSFERABILITY. The Option is not transferable other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Holder only by the Holder or the Holder's court appointed legal representative. 8. WARRANTIES AND REPRESENTATIONS OF THE HOLDER. By executing this Agreement, the Holder accepts the Option, acknowledges receipt of a copy of the Plan and the Prospectus, and agrees to comply with all of the provisions of this Agreement and the Plan. 9. RIGHTS OF THE SHAREHOLDER. The Holder will have no rights as a shareholder of the Company on account of the Option or on account of shares of Common Stock that will be acquired upon exercise of the Option (but with respect to which no certificates have been issued). 10. TAX WITHHOLDING. The Holder agrees to pay, or to make arrangements satisfactory to the Administrative Committee for payment to the Company of, all federal, state and local income and employment taxes, if any, required to be withheld by the Company in connection with the exercise of the Option or any sale, transfer or other disposition of any shares of Common Stock acquired upon exercise of the Option. If the Holder fails to do so, then the Holder hereby authorizes the Company to deduct all or any portion of such taxes from any payment of any kind otherwise due to the Holder. 11. FURTHER ASSURANCES. The Holder agrees from time to time to execute such additional documents as the Company may reasonably require to effectuate the purposes of the Plan and this Agreement. 12. BINDING EFFECT. This Agreement shall be binding upon the Holder and the Holder's heirs, successors and assigns. 13. ENTIRE AGREEMENT; MODIFICATIONS. This agreement, together with the Plan and agreements referenced in this Agreement and/or the Plan, constitutes the entire agreement and understanding between the Company and the Holder regarding the subject matter hereof. Except as otherwise provided in the Plan, 2 no modification of the Option or this Agreement, or waiver of any provision of this Agreement or the Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The failure of any party to enforce any of that party's rights against the other party for breach of any of the terms of this Agreement shall not be construed as a waiver of such rights as to any continued or subsequent breach. 14. COST OF LITIGATION. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the successful party or parties (including without limitation costs, expenses and fees in any appellate proceedings), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses and attorney's fees shall be included as part of the judgment. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Utah. DATED: ------------------------------------- VOLU-SOL, INC. By: ------------------------------------------------- Its: ----------------------------------------------- FORM OF EXERCISE OF OPTION To: Volu-Sol, Inc. 5094 West 2100 South Salt Lake City, UT 84120 The undersigned holds Option Number NQ-___ (the "Option"), represented by a Stock Option Agreement dated effective as of ____________ (the "Agreement"), granted to the undersigned pursuant to the Volu-Sol, Inc. 1997 Transition Plan (the "Plan"). The undersigned hereby exercises the Option and elects to purchase ______________ shares (the "Shares") of Common Stock of Volu-Sol, Inc. (the "Company") pursuant to the Option. This notice is accompanied by full payment of the Option Price of $______ per share for the Shares in cash or by check or in another manner permitted by Section 5(c) of the Agreement. The undersigned has also paid, or made arrangements satisfactory to the Administrative Committee administering the Plan for payment of, all federal, state and local taxes, if any, required to be withheld by the Company in connection with the exercise of the Option. Date: _____________________ SIGNATURE OF HOLDER --------------------------- EX-4 3 dalton.txt EXHIBIT 4.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into effective as of October 10, 2000 (the "Grant Date"), by Volu-Sol, Inc., a Utah corporation (the "Company") and James Dalton (the "Holder"). RECITALS A. The Company has adopted the Volu-Sol, Inc. 1997 Transition Plan (the "Plan"), a copy of which has been provided to the Holder (capitalized terms that are used but not defined in this Agreement will have the meanings given those terms in the Plan). B. The Holder is an employee of the Company or one of its Affiliates (as defined in the Plan), and has been designated by the Administrative Committee to receive a stock option under the Plan. NOW, THEREFORE, the Company and the Holder covenant and agree as follows: 1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock option (the "Option") to acquire from the Company Five Hundred Thousand (500,000) shares of the Common Stock, par value $.0001, of the Company (the "Common Stock"), at the price of $1.00 per share (the "Option Price"). The Option is not intended to qualify as an "incentive stock option", as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. 2. TERM OF THE OPTION. Unless earlier terminated in accordance with the provisions of the Plan, the Option will terminate on the earliest to occur of (a) the expiration of Ten (10) years from the Grant Date; (b) the expiration of ninety (90) days following termination of the Holder's employment with the Company for any reason other than death, disability or cause; (c) the expiration of one (1) year following termination of the Holder's employment with the Company on account of death or disability; and (d) the date of termination of the Holder's employment with the Company for cause. 3. VESTING. This Option may be exercised at any time and from time to time in accordance with its terms beginning on the date of grant and ending at midnight (Salt Lake City, Utah time) on October 9, 2005. 4. OTHER LIMITATIONS OF THE OPTION. The Option is subject to all of the provisions of the Plan, which permits adjustments to the Option upon the occurrence of certain corporate events such as stock dividends, extraordinary cash dividends, reclassifications, recapitalizations, reorganizations, split-ups, spin-offs, combinations, exchanges of shares, and warrants or rights offerings and which applies in the event of an Approved Transaction or Control Purchase. 5. EXERCISE OF THE OPTION. To exercise the Option, the Holder must do the following: (a) deliver to the Company a written notice, in the form attached to this Agreement as Exhibit A, specifying the number of shares of Common Stock for which the Option is being exercised; (b) surrender this Agreement to the Company; 1 (c) tender payment of the aggregate Option Price for the shares for which the Option is being exercised, which payment may be made (i) in cash or by check; or (ii) by such other means as the Administrative Committee, in its sole discretion, shall permit at the time of exercise; (d) pay, or make arrangements satisfactory to the Administrative Committee for payment to the Company of all federal, state and local taxes, if any, required to be withheld by the Company in connections with the exercise of the Option; and (e) execute and deliver to the Company the documents required by the Plan and any other documents required from time to time by the Administrative Committee in order to promote compliance with applicable laws, rules and regulations. 6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option has been duly exercised, the Company will deliver to the Holder a certificate for the shares of Common Stock for which the Option was exercised. Unless the Option has expired or been exercised in full, the Company and the Holder agree to execute a new Stock Option Agreement, covering the remaining shares of Common Stock that may be acquired upon exercise of the Option, which will be identical to this Agreement except as to the number of shares of Common Stock subject thereto. In lieu of replacing this Agreement in such manner, the Company may affix to this Agreement an appropriate notation indicating the number of shares for which the Option was exercised and return this Agreement to the Holder. 7. NONTRANSFERABILITY. The Option is not transferable other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Holder only by the Holder or the Holder's court appointed legal representative. 8. WARRANTIES AND REPRESENTATIONS OF THE HOLDER. By executing this Agreement, the Holder accepts the Option, acknowledges receipt of a copy of the Plan and the Prospectus, and agrees to comply with all of the provisions of this Agreement and the Plan. 9. RIGHTS OF THE SHAREHOLDER. The Holder will have no rights as a shareholder of the Company on account of the Option or on account of shares of Common Stock that will be acquired upon exercise of the Option (but with respect to which no certificates have been issued). 10. TAX WITHHOLDING. The Holder agrees to pay, or to make arrangements satisfactory to the Administrative Committee for payment to the Company of, all federal, state and local income and employment taxes, if any, required to be withheld by the Company in connection with the exercise of the Option or any sale, transfer or other disposition of any shares of Common Stock acquired upon exercise of the Option. If the Holder fails to do so, then the Holder hereby authorizes the Company to deduct all or any portion of such taxes from any payment of any kind otherwise due to the Holder. 11. FURTHER ASSURANCES. The Holder agrees from time to time to execute such additional documents as the Company may reasonably require to effectuate the purposes of the Plan and this Agreement. 12. BINDING EFFECT. This Agreement shall be binding upon the Holder and the Holder's heirs, successors and assigns. 13. ENTIRE AGREEMENT; MODIFICATIONS. This agreement, together with the Plan and agreements referenced in this Agreement and/or the Plan, constitutes the entire agreement and understanding between the Company and the Holder regarding the subject matter hereof. Except as otherwise provided in the Plan, no 2 modification of the Option or this Agreement, or waiver of any provision of this Agreement or the Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The failure of any party to enforce any of that party's rights against the other party for breach of any of the terms of this Agreement shall not be construed as a waiver of such rights as to any continued or subsequent breach. 14. COST OF LITIGATION. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the successful party or parties (including without limitation costs, expenses and fees in any appellate proceedings), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses and attorney's fees shall be included as part of the judgment. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Utah. DATED: ------------------------------------- VOLU-SOL, INC. By: ------------------------------------------------- Its: ----------------------------------------------- FORM OF EXERCISE OF OPTION To: Volu-Sol, Inc. 5094 West 2100 South Salt Lake City, UT 84120 The undersigned holds Option Number NQ-___ (the "Option"), represented by a Stock Option Agreement dated effective as of ____________ (the "Agreement"), granted to the undersigned pursuant to the Volu-Sol, Inc. 1997 Transition Plan (the "Plan"). The undersigned hereby exercises the Option and elects to purchase ______________ shares (the "Shares") of Common Stock of Volu-Sol, Inc. (the "Company") pursuant to the Option. This notice is accompanied by full payment of the Option Price of $______ per share for the Shares in cash or by check or in another manner permitted by Section 5(c) of the Agreement. The undersigned has also paid, or made arrangements satisfactory to the Administrative Committee administering the Plan for payment of, all federal, state and local taxes, if any, required to be withheld by the Company in connection with the exercise of the Option. Date: _____________________ SIGNATURE OF HOLDER --------------------------- EX-4 4 kirton.txt EXHIBIT 4.3 Volu-Sol, Inc. Stock Option Grant and Agreement Pursuant to the terms and conditions of the Volu-Sol, Inc. 1997 Stock Option and Incentive Plan (the "Plan"), Volu-Sol, Inc. (the "Company"), hereby grants to the Participant an Option to purchase shares of the Company's common stock on the following terms and conditions: 1. Identifying Provisions. As used in this Option, the following terms shall have the following respective meanings: a. Participant is W. W. Kirton, III b. Date of Grant is October 10, 2000. c. Number of Covered Shares is Four Hundred Thousand (400,000). d. Exercise Price Per Share is $1.00. 2. Award. This Agreement specifies the terms of the option ("Option") granted to the Participant to purchase the number of Covered Shares of Stock at the Exercise Price set forth above in Paragraph 1. The Option is not intended to constitute an "incentive stock option" ("ISO") as that term is used in Code section 422. 3. Date of Exercise. Except as limited by this Agreement or by the Plan, this Option shall become exercisable immediately or at any time prior to the Expiration Date of this Option, whereupon the Option shall expire and may thereafter no longer be exercised. An installment shall not become exercisable on the otherwise applicable vesting date if the Participant's Date of Termination (as defined in Paragraph 9, below) occurs on or before such vesting date. Notwithstanding the foregoing provisions of this Paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows: a. The Option shall become fully exercisable upon the Participant's Date of Termination, if the Date of Termination occurs by reason of the Participant's death or Disability. b. The Option shall become fully exercisable upon a Change in Control, if the Participant's Date of Termination does not occur on or before the Change in Control. c. The Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares as to which it was exercisable immediately prior to the Date of Termination, or as to 1 which it became exercisable on the Date of Termination in accordance with this Paragraph 3. 4. Expiration. The Option shall not be exercisable after the Company's close of business on the last business day that occurs prior to the Expiration Date. The Expiration Date shall be the earliest to occur of: a. The five-year anniversary of the Grant Date; b. If the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the one-year anniversary of such Date of Termination; or c. If the Participant's Date of Termination occurs for reasons other than death, Disability, or Retirement, the 90-day anniversary of such Date of Termination. 5. Method of Exercise. Subject to the terms of this Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of Covered Shares the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Participant and acceptable to the Committee having an aggregate Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. 6. Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding 2 obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan. 7. Transferability. Except as otherwise provided in this Paragraph 7, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant's life, may be exercised only by the Participant. However, the Participant, with the prior approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term "Immediate Family" means the Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren. 8. Definitions. Capitalized terms in this Agreement shall have the meaning given them in the Plan, or elsewhere in this Agreement. In addition, the following definitions shall apply: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Competitor" is any person or entity engaged in the distribution or promotion of related products in the United States. "Date of Termination" is the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on an authorized leave of absence from the Company or Subsidiary. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Subsidiary (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer. 9. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. 3 If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. 10. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons. 11. Plan Governs. This Option is subject to and the Participant is bound by all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms. A copy of the Plan in its present form is available from the office of the Secretary of the Company. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms and provisions of the Plan shall govern. 12. Not an Employment Contract. The Option does not confer any right on the Participant with respect to continuation of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time. 13. Rights in Stock Before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option unless and until such shares have been issued to such person as fully-paid shares. 4 14. Notices. Any notice to be given to the Company shall be addressed to the Company in care of its corporate Secretary at its principal offices and any notice to be given to the Participant shall be addressed to the Participant at the address set forth beneath the Participant's signature hereto or at such other address as the Participant may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as before said, registered or certified and deposited postage and registry or certification fees prepaid in a post office or branch post office regularly maintained by the United States Postal Service. 15. Other Terms. This Agreement has been executed and delivered by the Company in Salt Lake City, Utah and shall be construed and enforced in accordance with the laws of said state, other than any choice of law rules calling for the application of laws of another jurisdiction. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person. If the Company enters into a transaction which is intended to be accounted for using the pooling-of-interests method of accounting, but it is determined by the Board that the Option or any aspect thereof could reasonably be expected to preclude such treatment, then the Board may modify (to the minimum extent required) or revoke (if necessary) the Option or any of the provisions thereof to the extent that the Board determines that such modification or revocation is necessary to enable the transaction to be subject to pooling-of-interests accounting. 5 IN WITNESS WHEREOF the Company has granted this Option on the Date of Grant specified above. Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 By: /s/ W.W. Kirton III ----------------------------------------- Its: President & Chief Executive Officer Participant: /s/ W. W. Kirton, III - --------------------------------------- W. W. Kirton, III 4616 Park Manor Drive Salt Lake City, UT 84117 NOTICE OF EXERCISE Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 Ladies and Gentlemen: The undersigned hereby elects to purchase, pursuant to the provisions of the Stock Option Agreement and Option held by the undersigned, dated ___________, _________ shares of Stock of Volu-Sol, Inc., a Utah corporation, issuable upon exercise of said Option. The undersigned hereby represents and warrants that the undersigned is acquiring such stock for his own account and not for resale or with a view to distribution of any part thereof. The undersigned hereby attaches the purchase price payable for such shares at $______ per share in the form of ____________________________________ (specify cash, check, money order, other securities, etc.). Dated: ---------------------------- Signature Printed Name Address: ------------------------------------- (Social Security Number) EX-4 5 acton.txt EXHIBIT 4.4 Volu-Sol, Inc. Stock Option Grant and Agreement Pursuant to the terms and conditions of the Volu-Sol, Inc. 1997 Stock Option and Incentive Plan (the "Plan"), Volu-Sol, Inc. (the "Company"), hereby grants to the Participant an Option to purchase shares of the Company's common stock on the following terms and conditions: 1. Identifying Provisions. As used in this Option, the following terms shall have the following respective meanings: a. Participant is Michael G. Acton. b. Date of Grant is October 10, 2000. c. Number of Covered Shares is Two Hundred Thousand (200,000). d. Exercise Price Per Share is $1.00. 2. Award. This Agreement specifies the terms of the option ("Option") granted to the Participant to purchase the number of Covered Shares of Stock at the Exercise Price set forth above in Paragraph 1. The Option is not intended to constitute an "incentive stock option" ("ISO") as that term is used in Code section 422. 3. Date of Exercise. Except as limited by this Agreement or by the Plan, this Option shall become exercisable immediately or at any time prior to the Expiration Date of this Option, whereupon the Option shall expire and may thereafter no longer be exercised. An installment shall not become exercisable on the otherwise applicable vesting date if the Participant's Date of Termination (as defined in Paragraph 9, below) occurs on or before such vesting date. Notwithstanding the foregoing provisions of this Paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows: a. The Option shall become fully exercisable upon the Participant's Date of Termination, if the Date of Termination occurs by reason of the Participant's death or Disability. b. The Option shall become fully exercisable upon a Change in Control, if the Participant's Date of Termination does not occur on or before the Change in Control. c. The Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares as to which it was exercisable immediately prior to the Date of Termination, or as to 1 which it became exercisable on the Date of Termination in accordance with this Paragraph 3. 4. Expiration. The Option shall not be exercisable after the Company's close of business on the last business day that occurs prior to the Expiration Date. The Expiration Date shall be the earliest to occur of: a. The five-year anniversary of the Grant Date; b. If the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the one-year anniversary of such Date of Termination; or c. If the Participant's Date of Termination occurs for reasons other than death, Disability, or Retirement, the 90-day anniversary of such Date of Termination. 5. Method of Exercise. Subject to the terms of this Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of Covered Shares the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Participant and acceptable to the Committee having an aggregate Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. 6. Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding 2 obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan. 7. Transferability. Except as otherwise provided in this Paragraph 7, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant's life, may be exercised only by the Participant. However, the Participant, with the prior approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term "Immediate Family" means the Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren. 8. Definitions. Capitalized terms in this Agreement shall have the meaning given them in the Plan, or elsewhere in this Agreement. In addition, the following definitions shall apply: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Competitor" is any person or entity engaged in the distribution or promotion of related products in the United States. "Date of Termination" is the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on an authorized leave of absence from the Company or Subsidiary. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Subsidiary (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer. 9. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or 3 otherwise, all or substantially all of the Company's assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. 10. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons. 11. Plan Governs. This Option is subject to and the Participant is bound by all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms. A copy of the Plan in its present form is available from the office of the Secretary of the Company. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms and provisions of the Plan shall govern. 12. Not an Employment Contract. The Option does not confer any right on the Participant with respect to continuation of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time. 13. Rights in Stock Before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option unless and until such shares have been issued to such person as fully-paid shares. 4 14. Notices. Any notice to be given to the Company shall be addressed to the Company in care of its corporate Secretary at its principal offices and any notice to be given to the Participant shall be addressed to the Participant at the address set forth beneath the Participant's signature hereto or at such other address as the Participant may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as before said, registered or certified and deposited postage and registry or certification fees prepaid in a post office or branch post office regularly maintained by the United States Postal Service. 15. Other Terms. This Agreement has been executed and delivered by the Company in Salt Lake City, Utah and shall be construed and enforced in accordance with the laws of said state, other than any choice of law rules calling for the application of laws of another jurisdiction. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person. If the Company enters into a transaction which is intended to be accounted for using the pooling-of-interests method of accounting, but it is determined by the Board that the Option or any aspect thereof could reasonably be expected to preclude such treatment, then the Board may modify (to the minimum extent required) or revoke (if necessary) the Option or any of the provisions thereof to the extent that the Board determines that such modification or revocation is necessary to enable the transaction to be subject to pooling-of-interests accounting. 5 IN WITNESS WHEREOF the Company has granted this Option on the Date of Grant specified above. Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 By: /s/ W.W. Kirton III -------------------------------------------- Its: President & Chief Executive Officer Participant: /s/ Michael G. Acton Michael G. Acton 858 Greenoaks Drive Murray, UT 84123 NOTICE OF EXERCISE Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 Ladies and Gentlemen: The undersigned hereby elects to purchase, pursuant to the provisions of the Stock Option Agreement and Option held by the undersigned, dated ___________, _________ shares of Stock of Volu-Sol, Inc., a Utah corporation, issuable upon exercise of said Option. The undersigned hereby represents and warrants that the undersigned is acquiring such stock for his own account and not for resale or with a view to distribution of any part thereof. The undersigned hereby attaches the purchase price payable for such shares at $______ per share in the form of ____________________________________ (specify cash, check, money order, other securities, etc.). Dated: ---------------------------- Signature Printed Name Address: ------------------------------------- (Social Security Number) EX-5 6 opinion.txt EXHIBIT 5 DURHAM JONES & PINEGAR, P.C. 111 East Broadway, Suite 900 Salt Lake City, Utah 84111 July 27, 2001 Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 Re: Registration Statement on Form S-8 of Volu-Sol, Inc. (the "Registration Statement") Dear Sirs: We have acted as counsel for Volu-Sol, Inc., a Utah corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of up to 1,809,584 shares of the Company's Common Stock, par value $.0001 per share, which may be issued to directors, officers, employee or key consultants of the Company pursuant to the terms of written compensation agreements (the "Compensation Agreements") with Company directors, officers, employees or consultants. The aggregate of 1,809,584 shares to be registered under the Act are referred to herein as the "Shares." In connection with the foregoing, we have examined originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company and other instruments and documents as we have deemed necessary as a basis for the opinion hereinafter expressed. Based upon the foregoing and in reliance thereon, it is our opinion that the Shares described in the above-referenced Registration Statement, when issued pursuant to the terms of the Registration Statement, and the Plan or Compensation Agreements, as applicable, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement and the prospectus to be delivered thereunder. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, DURHAM JONES & PINEGAR PC /s/ DURHAM JONES & PINEGAR PC EX-23 7 tanner.txt EXHIBIT 23(A) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 8, 2000, which appears on page F-2 of the Form 10-KSB of Volu-Sol, Inc. TANNER + CO. Salt Lake City, Utah July 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----