** **

**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**Form 10-K/A**

**AmendmentNo. 1**

 

**(MarkOne)**

**ý****                                ****ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.**

**For the fiscal year ended December 31, 2004.**

**or**

** **

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.**

**For the transition period from                           to                     .**

 

**CommissionFile Number:  000-27956**

 

**Physiometrix,Inc.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                              | ** ** | **77-0248588**       |
|-------------------------------------------|------------|----------------------|
| (State or other  jurisdiction of          |       | (I.R.S. employer     |
| incorporation or  organization)           |       | identification  no.) |
|                                      |       |                 |
| **Five  Billerica Park,**                 | ** ** | ** **           |
| **101  Billerica Ave., N. Billerica, MA** | ** ** | **01862**            |
| (Address of  principal executive offices) |       | (Zip code)           |

 

 

Registrant’s telephone number, including area code: **(978) 670-2422**

 

Securities registered pursuant to Section12(b) of the Act: None

 

Securities registered pursuant to Section12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

 

Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days.  Item 1 - Yes ý No o

Item 2 - Yes ý No o

 

Indicate by checkmark if disclosures of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained,to the best of Registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).

Yes o No ý

 

The aggregatevalue of voting stock held by non-affiliates of the Registrant wasapproximately $12,349,965 as of February 28, 2005, based upon the average ofthe high and low prices of the Registrant’s Common Stock reported for such dateon the NASDAQ SmallCap Market.  Shares ofCommon Stock held by each executive officer and director and by each person whoowns 5% or more of the outstanding Common Stock have been excluded in that suchpersons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusivedetermination for other purposes.  As ofFebruary 28, 2005, the Registrant had outstanding 13,701,366 shares of CommonStock.

 

 

 

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**Explanatorynote**

 

This amendment No.1 on Form 10-K/A amends the registrants Annual Report on Form 10-K, as filed bythe registrant with the Securities and Exchange Commission on March 31, 2005,and is being filed solely to amend Part III, item 10 through item 14. Thereference on the cover of the Annual Report on Form 10-K to the incorporationby reference of Registrant’s Definitive Proxy Statement into Part III of theAnnual Report is hereby amended to delete that reference.

 

Except asotherwise stated herein, no other information contained in the Annual Report onForm 10-K is amended by this amendment No. 1 on Form 10-K/A:

 

 

 

 

 

 

 

 

 

 

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**INDEX**

                                                                                                                                                                                                                                

 
| PART III   |   |                                                            |   |
|------------|--------|-----------------------------------------------------------------|--------|
|       |   |                                                            |   |
| Item 10.   |   | DIRECTORS  AND EXECUTIVE OFFICERS OF THE REGISTRANT             |   |
| Item 11.   |   | EXECUTIVE  COMPENSATION                                         |   |
| Item 12.   |   | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |   |
| Item 13.   |   | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS                 |   |
| Item 14.   |   | PRINCIPAL  ACCOUNTANT FEES AND SERVICES                         |   |
| Signatures |   |                                                            |   |

 

 

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**PART III**

 

 

## **Item 10.  DIRECTORS** AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 

The executiveofficers of the Registrant, who are elected by the board of directors, are asfollows:

 
| **Name**         | ** ** | **Age** | ** ** | **Position**                                                                |
|------------------|------------|---------|------------|-----------------------------------------------------------------------------|
| John A. Williams |       | 57      |       | President, Chief  Executive Officer and Director                            |
|             |       |    |       |                                                                        |
| Daniel W. Muehl  |       | 42      |       | Vice President of  Finance & Administration and Chief Financial Officer |

 

**John A. Williams** joined the Company in December 1993 and has served asa member of the Board of Directors and as the Company’s President and ChiefExecutive Officer.  Prior to that time,Mr. Williams served as President of Bruel and Kjaer Medical, a medical devicecompany, from 1990 to 1993.  Mr. Williamswas Vice President of Sales and Marketing at Medtronic/AMI, a medical devicecompany, from 1988 to 1990 and Vice President of Sales and Marketing, Worldwideat Merrimack Laboratories from 1983 to 1987.

 

**Daniel W. Muehl** joined the Company in February 1998 as Vice Presidentof Finance & Administration and Chief Financial Officer.  Previously, Mr. Muehl was Chief OperatingOfficer and Chief Financial Officer at Number Nine Visual Technology from 1995to 1998 and served in various finance positions at Powersoft Corporation andMedical Care America from 1991 to 1995. Mr. Muehl is a Certified Public Accountant and served his publicaccountancy with Ernst & Young LLP and Laventhol and Horwath from 1985 to1991.

 

## **Identification of Audit Committee and financial expert**

 

The Company has an Audit Committee comprised entirely of independentdirectors, as defined in the National Association of Securities Dealers, Inc.’slisting standards, for which information regarding the functions performed bythe Committee, its membership, and the number of meetings held during thefiscal year, will be set forth in the “Report of the Audit Committee,” whichwill be included in the proxy statement relating to the Company’s annualmeeting of .  The Audit Committee isgoverned by a written charter approved by the Board of Directors.  A copy of this charter is included in thisannual proxy statement as Appendix A. During fiscal 2004, the Audit Committee consisted of directors Thomas Baruch,James Saalfield and Christopher Mitchell. Audit Committee member Thomas Baruch meets the definition of “auditcommittee financial expert” under the Securities and Exchange Commission rules.

 

**Codeof Ethics**

 

The Board ofDirectors has adopted a Code of Ethics, which is applicable to all employees ofthe Company, including its principal executive officer, principal financialofficer, principal accounting officer and controller.  The Company will provide a copy of the Codeof Ethics upon request made in writing to us at Physiometrix, Inc., Attention:Chief Financial Officer, Five Billerica Park, 101 Billerica Avenue, NorthBillerica, MA 01862. Physiometrix will disclose any amendment to the Code ofEthics or waiver of a provision of the Code of Ethics, including the name ofthe person to whom the waiver was granted, on our website at www.physiometrix.com,on the Investor Relations page.

 

**StockholderRecommendations**

Thepolicy of the Board of Directors is to consider properly submitted stockholderrecommendations for candidates for membership on the Board as described belowunder “Identifying and Evaluating Nominees for Directors.” In evaluating suchrecommendations, the Board of Directors seeks to achieve a balance ofknowledge, experience and capability on the Board and to address the membershipcriteria set forth under “Director Qualifications” below.  Any stockholder recommendations proposed forconsideration by the Board of Directors should include the candidate’s name andqualifications for Board membership and should be addressed to:

 

4

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Physiometrix, Inc.

Five Billerica Park

101 Billerica Avenue

North Billerica, MA 01862

Attn: Secretary

In addition, procedures for stockholder directnomination of directors are discussed under “Deadline for Receipt ofStockholder Proposals” and are discussed in detail in the Company’s Bylaws,which will be provided to stockholders upon written request.

 

**Section 16(a) Beneficial OwnershipReporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) requires the Company’s executive officers anddirectors and persons who own more than ten percent of a registered class ofthe Company’s Common Stock to file reports of ownership and changes inownership with the SEC. Such executive officers, directors and greater than tenpercent stockholders are also required by SEC rules to furnish the Company withcopies of all Section 16(a) forms they file. Based solely on itsreview of the copies of such forms received by the Company, or writtenrepresentations from certain reporting persons, submitted during the year endedDecember 31, 2004, the Company believes that, with respect to fiscal year 2004,all filing requirements applicable to its officers, directors and ten percentstockholders complied with all Section 16(a) requirements.

 

**Item 11.EXECUTIVE****COMPENSATION**

 

**Summary Compensation Table**

The following table sets forth certain compensation paid by the Companyto the Chief Executive Officer and the other executive officer of the Companywho received salary compensation of more than $100,000 for services renderedduring the Last Fiscal Year, as defined on p. 1 (collectively, the “NamedExecutive Officers”):

 
| ** **                                           | ** ** | ** ** | ** ** | ** **              | ** ** | ** **           | ** ** | **Long Term Compensation** | ** ** |
|------------------------------------------------------|------------|------------|------------|-------------------------|------------|----------------------|------------|----------------------------|------------|
| ** **                                           | ** ** | **Fiscal** | ** ** | **Annual Compensation** | ** ** | **Awards of Option** | ** ** |
| **Name and Principal Position**                      | ** ** | **Year**   | ** ** | **Salary ($)**          | ** ** | **Bonus ($)**        | ** ** | **(# of Shares)**          | ** ** |
|                                                 |       |       |       |                    |       |                 |       |                       |       |
| John A. Williams                                     |       | 2004       |       | 257,500                 |       | 82,500               |       | 100,000                    |       |
| President and  Chief Executive Officer               |       | 2003       |       | 257,500                 |       | 165,000              |       | —                     |       |
|                                                 |       | 2002       |       | 250,000                 |       | 140,000              |       | 50,000                     |       |
|                                                 |       |       |       |                    |       |                 |       |                       |       |
| Daniel Muehl                                         |       | 2004       |       | 185,640                 |       | 50,000               |       | 50,000                     |       |
| Vice President  of Finance & Administration |       | 2003       |       | 178,500                 |       | 50,000               |       | —                     |       |
| and Chief  Financial Officer                         |       | 2002       |       | 170,000                 |       | 50,000               |       | 25,000                     |       |

 

**OPTION GRANTS IN LAST FISCAL YEAR**. The following table sets forth information relating to stock optionsgranted during 2004 to our Named Executive Officers.  In accordance with the rules of theSecurities and Exchange Commission, also shown below is the potentialrealizable value over the term of the option (the period from the grant date tothe expiration date) based on assumed rates of stock appreciation of 5%and 10%, compounded annually.  Theseamounts are mandated by the Securities and Exchange Commission and do notrepresent our estimate of future stock price. Actual gains, if any, on stock option exercises will depend on thefuture performance of our Common Stock.

 
| ** **       | ** ** | **Individual Grants** | ** ** | **Potential Realizable** | ** ** |
|------------------|------------|-----------------------|------------|--------------------------|------------|
| ** **       | ** ** | **Number of**         | ** ** | **Percent of**           | ** ** | ** ** | ** ** | ** ** | ** ** | **Value at Assumed Annual** | ** ** |
| ** **       | ** ** | **Securities**        | ** ** | **Total Options**        | ** ** | ** ** | ** ** | ** ** | ** ** | **Rates of Stock Price** | ** ** |
| ** **       | ** ** | **Underlying**        | ** ** | **Granted**              | ** ** | ** ** | ** ** | ** ** | ** ** | **Appreciation** | ** ** |
| ** **       | ** ** | **Options**           | ** ** | **in Fiscal**            | ** ** | **Exercise** | ** ** | **Expiration** | ** ** | **for Option Term** | ** ** |
| **Name**         | ** ** | **Granted(#)**        | ** ** | **2004**                 | ** ** | **Price($/Sh.)** | ** ** | **Date** | ** ** | **5%($)** | ** ** | **10%($)** | ** ** |
| John A. Williams |       | 100,000               |       | 50.6                     | %          | $ | 2.45 |   | 2/5/14 |   | $ | 154,079 |   | $ | 390,467 |   |
| Daniel Muehl     |       | 50,000                |       | 25.3                     | %          | $ | 2.45 |   | 2/5/14 |   | $ | 77,040 |   | $ | 195,233 |   |

 

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In2004, we granted options to purchase an aggregate of 197,500 shares of commonstock to our employees, directors and consultants.  Generally, we grant options at an exerciseprice equal to the fair market value of the underlying common stock on the dateof grant, as determined by our Board of Directors, and the options vest overfour years from the date of grant. Because we are a publicly-held company, the fair market value ofour stock equals its trading market price.

 

**FISCALYEAR-END OPTION VALUES**.  The followingtable sets forth the number and value of securities underlying unexercisedoptions held by the Named Executive Officers at December 31, 2004:

 
| ** **       | ** ** | **Number of Securities Underlying  Unexercised Options at December 31,  2004** | ** ** | **Value of unexercised  In-the-money options at December 31,  2004(1)** | ** ** |
|------------------|------------|-------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Name**         | ** ** | **Exercisable**                                                                     | ** ** | **Unexercisable**                                                            | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| John A. Williams |       | 318,475                                                                             |       | 103,125                                                                      |       | $ | 71,768 |   | $ | 10,156 |   |
| Daniel Muehl     |       | 193,437                                                                             |       | 51,563                                                                       |       | $ | 53,722 |   | $ | 5,078 |   |

#### ** **

#### **Based on a fair market value of$1.09, which was the last reported sale price of the Company’s Common Stock onDecember 31, 2004, minus the per share exercise price, multiplied by thenumber of shares underlying the option.**

 

 

**EMPLOYMENTCONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS**

 

In April 2005, theCompany entered into employment agreements with its executive officers, John A.Williams and Daniel Muehl.  Theseagreements provide for severance payments upon termination of employment  without cause and also provide for acceleration of vesting of all unvested stockoptions in the event of a change of control of the Company.

 

 

**COMPENSATIONCOMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS**

 

No member of the Compensation Committee has a relationship that wouldconstitute an interlocking relationship with executive officers or directors ofanother entity.

 

John A. Williams, President and Chief Executive Officer of the Company,participates fully with all other Compensation Committee members inrecommending salaries and incentive compensation to the Board of Directors,except that he does not participate in committee proceedings relating to hissalary and compensation. Programs include base salary for executive officersand both annual and long-term incentive compensation programs.  The Company’s compensation programs aredesigned to provide a competitive level of total compensation and includeincentive and equity ownership opportunities linked to the Company’sperformance and stockholder return.

 

**Compensation of Directors**

 

Directors of the Companydo not receive cash for services they provide as directors.  From time to time, certain directors who arenot employees of the Company have received grants of options to purchase sharesof the Company’s Common Stock.  Under the1996 Director Option Plan, each non-employee director who becomes a director ofthe Company after April 30, 1996 will be automatically granted an optionto purchase 15,000 shares of the Company’s Common Stock on the date on whichsuch person first becomes a director.  Onthe first business day of each year starting with the year beginningJanuary 1, 1997, each nonemployee director will automatically be grantedan option to purchase 5,000 shares of the Company’s Common Stock.  The Company does not provide additionalcompensation for committee participation or special assignments of the Board ofDirectors. The Company has agreed to indemnify each director against certain claimsand expenses for which the director might be held liable in connection withpast or future service on the Board.  Inaddition, the Company maintains an insurance policy insuring its officers anddirectors against such liabilities.

 

 

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**Item 12.SECURITY****OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

 

**Share Ownership of Directors, Officers and CertainBeneficial Owners**

The following table setsforth certain information known to the Company with respect to the beneficialownership of the Common Stock of the Company as of March 31, 2005 by(i) each person who is known to the Company to beneficially own more thanfive percent of the outstanding shares of its Common Stock, (ii) each directorand nominee for election, (iii) each Names Executive Officer listed in theSummary Compensation Table above and (iv) all directors, nominees forelection and executive officers as a group. Unless otherwise indicated, officers and directors can be reached at theCompany’s principal executive offices.  Atotal of 13,701,366 shares of the Company’s Common Stock were issued andoutstanding as of March 31, 2005.
| **Name and Address**                                         | ** ** | **Shares  Beneficially  Owned (1)** | ** ** | **Approximate  Percent  Owned (2)** | ** ** |
|--------------------------------------------------------------|------------|-------------------------------------|------------|-------------------------------------|------------|
| Special  Situations Private Equity Fund, L.P. (3)            |       | 787,880                             |       | 5.4                                 | %          |
| Special  Situations Fund III, L.P. (4)                       |       | 1,636,364                           |       | 10.7                                | %          |
|                                                         |       |                                |       |                                |       |
| David Musket (5)                                             |       | 924,264                             |       | 6.3                                 | %          |
| Barry Kurokawa  (5)                                          |       | 716,836                             |       | 5.0                                 | %          |
| John A. Williams  (6)                                        |       | 548,775                             |       | 3.9                                 | %          |
| Daniel Muehl (7)                                             |       | 193,437                             |       | 1.4                                 | %          |
| Thomas Baruch  (8)                                           |       | 101,189                             |       | *                                   |       |
| James A. Saalfield (9)                                       |       | 29,168                              |       | *                                   |       |
| Christopher D. Mitchell (10)                                 |       | 39,168                              |       | *                                   |       |
| All directors  and executive officers as a group (5 persons) |       | 911,737                             |       | 6.2                                 | %          |

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*Represents beneficial ownership of less than one percent of the CommonStock.

 

#### **(1)      Beneficial ownership is determined inaccordance with the rules of the Securities and Exchange Commission.  In computing the number of sharesbeneficially owned by a person and the percentage of ownership of that person,shares of Common Stock subject to options held by that person that arecurrently exercisable or exercisable within 60 days of March 31, 2005 aredeemed outstanding.  Those shares,however, are not deemed outstanding for the purpose of computing the percentageof ownership of each other person.  Thepersons named in this table have sole voting and investment power with respectto the all shares of Common Stock shown as beneficially owned by them, subjectto community property laws where applicable and except as indicated in theother footnotes to this table.**

 

#### **(2)**                                  Percentage ofbeneficial ownership is based on 13,701,366 shares of Common Stock outstandingas of March 31, 2005.

 

#### **(3)**                                  Includes 787,880shares of Common Stock that Special Situations Private Equity Fund, L.P. hasthe right to acquire upon exercise of outstanding warrants 393,940 sharessubject to the warrants have an exercise price of $1.82 per share and 393,940shares subject to the warrants have an exercise price of $2.48 per share.

 

#### **(4)**                                  Includes 1,636,364 sharesof Common Stock that Special Situations Fund III, L.P. has the right to acquireupon exercise of outstanding warrants 818,182 shares subject to the warrantshave an exercise price of $1.82 per share and 818,182 shares subject to thewarrants have an exercise price of $2.48 per share.

 

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#### **(5)**                                  Based on a Form 13Gdated March 30, 2005, for the period ending December 31,2004, filed by ProMedPartners, L.P., ProMed Offshore Fund, Ltd., ProMed Management, L.L.C., David B.Musket, and Barry Kurokawa, David B. Musket may be deemed to have beneficialownership of 924,264 shares and Barry Kurokawa may be deemed to have beneficialownership of 716,836 shares. Mr. Musket and Mr. Kurokawa disclaim beneficialownership of shares held by ProMed Partners, L.P. and ProMed Offshore Fund,Ltd. which represent the interests of other partners and furthermore disclaimsbeneficial ownership of shares reported by ProMed Management, L.L.C. whichrepresent the interest of clients of an investment advisor for whom ProMedManagement, L.L.C. acts as a subadvisor. David B. Musket is the record holder of 311,704 shares, and has theright to acquire 172,523 shares upon the exercise of outstanding warrants, andBarry Kurokawa IRA FCC is the record holder of 104,276 shares and has the rightto 102,827 shares upon the exercise of outstanding warrants.

 

#### **(6)**                                  Includes 318,475shares issuable upon exercise of stock options exercisable within 60 days ofMarch 31, 2005.

 

#### **(7)**                                  Consists of 193,437shares issuable upon exercise of stock options exercisable within 60 days ofMarch 31, 2005.

#### ** **

#### **(8)**                                  Includes 59,168 sharesissuable upon exercise of stock options exercisable within 60 days of March 31,2005.

 

#### **(9)**                               Consists of  29,168 shares issuable upon exercise of stockoptions exercisable within 60 days of  March 31,2005.

#### ** **

#### **(10)**                            Includes 29,168 sharesissuable upon exercise of stock options exercisable within 60 days of March 31,2005.

 

**Item 13.CERTAIN****RELATIONSHIPS AND RELATED TRANSACTIONS**

 

The Company has entered into an arrangement pursuant to which $84,000was loaned to John A. Williams as of December 31, 1996.  The loan accrues interest at the long-termapplicable federal rate (5.12% at December 31, 2002).  The loan was scheduled to be repaid in threeequal annual installments beginning in December 2002.  The Company’s Compensation Committee hasapproved forgiveness of this loan as it becomes due.

 

Christopher D. Mitchell, a director, is a member of the law firmof Wilson Sonsini Goodrich & Rosati, P.C.  This firm serves as general legal counsel tothe Company and has served as such counsel since the Company’s inception.

The Company has entered into indemnification agreements with each ofits directors and executive officers. These agreements require the Company to indemnify such individuals, tothe fullest extent permitted by Delaware law, for certain liabilities to whichthey may become subject as a result of their affiliation with the Company.

 

**Item14.  PRINCIPAL****ACCOUNTANT FEES ANDSERVICES**

Thefollowing table summarizes the fees paid or accrued to Ernst & Young LLPfor various services provided for the years ended December 31, 2004 and 2003:

 
| **Service Category**   | ** ** | **2004** | ** ** | **2003** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit Fees             |       | $        | 127,350    |     | $          | 103,500 |   |
| Audit-Related  Fees    |       | —   |       | —   |       |
| Fees for Tax  Services |       | 18,000   |       | 13,370   |       |
| All Other Fees         |       | —   |       | —   |       |
| Total                  |       | $        | 145,350    |     | $          | 116,870 |   |
|                   |       |     |       |     |       |

 

                *Audit fees*. Aggregate fees were for professional servicesrendered for the audits of the Company’s consolidated financial statements andlimited reviews of the Company’s unaudited condensed consolidated interimfinancial statements, issuances of consent, and assistance with review ofdocuments filed with the SEC.

 

                *Audit related fees*. Aggregate fees were for services relatedto income tax provision procedures, internal control projects and revenuerecognition.

 

                *Tax services*. Aggregate fees were for services related tofinalization of income tax returns, sale and use tax filings, and other taxconsulting services.

 

                *All Other fees*. None

 

                The Company’sAudit Committee has considered whether such services that Ernst & Youngprovided are compatible with maintaining Ernst & Young’s independence asauditors.

 

                The AuditCommittee pre-approves all audit and non-audit services provided to the Companyby the independent auditors.

 

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#### **SIGNATURES**

 

Pursuant to the requirements of the Securities Act, the Registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

Physiometrix, Inc.

 

 
| By:    | /s/ JOHN A. WILLIAMS                     |
|--------|------------------------------------------|
|   | John A. Williams                         |
|   | *President  and Chief Executive Officer* |

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the date indicated.

 

 
| **Signature**                                | ** ** | **Title**                                                                                | ** ** | **Date**    | ** ** |
|----------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|-------------|------------|
| /s/ JOHN A.  WILLIAMS*                       |       | President, Chief Executive Officer and Director  (Principal Executive Officer)           |       | May 2, 2005 |       |
| John A. Williams                             |
|                                         |       |                                                                                     |       |        |       |
| /s/ DANIEL W.  MUEHL*                        |       | Vice President and Chief Financial Officer  (Principal Financial and Accounting Officer) |       | May 2, 2005 |       |
| Daniel W. Muehl                              |
|                                         |       |                                                                                     |       |        |       |
| /s/ thomas  baruch *                         |       | Director                                                                                 |       | May 2, 2005 |       |
| Thomas Baruch                                |
|                                         |       |                                                                                     |       |        |       |
| /s/ jAmes  SAALFIELD*                        |       | Director                                                                                 |       | May 2, 2005 |       |
| James Saalfield                              |
|                                         |       |                                                                                     |       |        |       |
| /s/ CHRISTOPHER MITCHELL*                    |       | Director                                                                                 |       | May 2, 2005 |       |
| Christopher Mitchell                         |
|                                         |       |                                                                                     |       |        |       |
| */s/ Daniel W.  Muehl                        |       |                                                                                     |       |        |       |
| By:  Daniel W.  Muehl, Attorney-in-fact |       |                                                                                     |       |

 

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