-----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, AUlnPJLb7sVu0KQkqjzooZNMcFgfT0W9C7ZX7Cz3SbZQij0E9qQCA+USbTazuMeF roOJ9gEPlJBADF8bNkeHXw== 0001307942-05-000017.txt : 20050211 0001307942-05-000017.hdr.sgml : 20050211 20050210180331 ACCESSION NUMBER: 0001307942-05-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMARTSERV ONLINE INC CENTRAL INDEX KEY: 0001005698 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133750708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49961 FILM NUMBER: 05594442 BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033535950 MAIL ADDRESS: STREET 1: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PONS ROBERT M CENTRAL INDEX KEY: 0001274520 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 439 WILLIAMSON ROAD CITY: GLADWYNE STATE: PA ZIP: 19035 SC 13D/A 1 ssrv13dpons020805.htm AMENDMENT NO. 1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

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



                             SmartServ Online, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   83169M 40 1
                                 (CUSIP Number)


         Dean M. Schwartz, Esquire, Stradley Ronon Stevens & Young, LLP
                            2600 One Commerce Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 564-8078
                  (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                December 20, 2004
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of §§ 240.13d-1(e),  240.13d-1(f) or  240.13d-1(g),  check the
following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person’s
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be “filed” for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 (“Act”) or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





                                  SCHEDULE 13D

- ----------------------:
CUSIP No. 83169M 40 1 :
- ----------------------:

- ------------- -----------------------------------------------------------------
     1
              NAME OF REPORTING PERSONS
              I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                                ROBERT M. PONS

- ------------- -----------------------------------------------------------------
     2
              CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) /_/
                       (b) /_/

- ------------- -----------------------------------------------------------------
     3
              SEC USE ONLY

- ------------- -----------------------------------------------------------------
     4
              SOURCE OF FUNDS*

                                OO
- ------------- -----------------------------------------------------------------
     5
              CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
              TO ITEMS 2(d) or 2(e)  /_/


- ------------- -----------------------------------------------------------------
     6
              CITIZENSHIP OR PLACE OF ORGANIZATION

                    United States of America
- -------------  -------------- -------------------------------------------------
              :      7
              :                SOLE VOTING POWER
              :
 NUMBER OF    :                       831,188
 SHARES       :-------------- -------------------------------------------------
 BENEFICIALLY :      8
 OWNED BY     :                SHARED VOTING POWER
 EACH         :
 REPORTING    :                     n/a
 PERSON       :-------------- -------------------------------------------------
 WITH         :      9
              :                SOLE DISPOSITIVE POWER
              :
              :                        831,188
              :-------------- -------------------------------------------------
              :     10
              :                SHARED DISPOSITIVE POWER
              :
              :                     n/a
- -------------  ----------------------------------------------------------------
     11
              AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                    831,188
- -------------  ----------------------------------------------------------------
     12
              CHECK BOX IF THE AGGREGATE AMOUNT IN
              ROW (11) EXCLUDES CERTAIN SHARES*       /_/

- ------------- -----------------------------------------------------------------
     13
              PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                      17.8%(1)
- ------------- -----------------------------------------------------------------
     14
              TYPE OF REPORTING PERSON*
                                       IN
- ------------- -----------------------------------------------------------------

- ---------------------
* See  Instructions.

(1) Please note the dilution of the Reporting  Person's  voting power due to the
existence of certain preferred stock of the Issuer as described in Item 5 below.





This statement is the first  amendment to the statement on Schedule 13D filed by
Robert M. Pons. This amendment is filed to report
changes in his beneficial ownership as further described in Items 4 and 5 below.

Item 1. Security and Issuer.

     This statement on Schedule 13D relates to the common stock, $0.01 par value
per  share  (the  “Common  Stock”),  of  SmartServ  Online,   Inc.,  a  Delaware
corporation,  which has its principal business office at 2250 Butler Pike, Suite
150, Plymouth Meeting, PA 19462 (the “Issuer”).

Item 2. Identity and Background.

     This  Schedule  13D is being filed by Robert M. Pons,  an  individual  (the
“Reporting Person”).  The 831,188 shares of Common Stock (“Shares”) reported are
held  directly by the  Reporting  Person as of December 31, 2004.  The Reporting
Person,  a citizen of the United States of America,  has a business  address of:
c/o SmartServ Online,  Inc., 2250 Butler Pike, Suite 150,  Plymouth Meeting,  PA
19462. The Reporting  Person is the Chief Executive  Officer and Director of the
Issuer.

     The  Reporting  Person has not been,  during  the last five (5) years,  (i)
convicted in any criminal  proceeding  (excluding traffic violations and similar
misdemeanors)  or  (ii) a  party  to  any  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration.

     Not  applicable.  As described  further in Item 4, on December 20, 2004 the
Issuer’s  Compensation  Committee  awarded an option to the Reporting  Person to
purchase 400,000 shares of Common Stock.

Item 4. Purpose of the Transaction.

     On December 20, 2004, the Issuer granted to the Reporting  Person an option
(the  “December  Option”)  to  purchase  400,000  shares of  Common  Stock at an
exercise price of $2.07 per share.  The December Option vests in thirty-six (36)
equal monthly  installments  (on the last calendar day of each month)  beginning
December 31, 2004 and ending on November 30, 2007.

Item 5. Interest in Securities of the Issuer.

     (a) and (b). As of December 31, 2004,  the  Reporting  Person  beneficially
owned the number and percentage of outstanding  shares of Common Stock listed in
each of the responses to Items 11 and 13, respectively,  on the cover page filed
herewith.  This  amount  consists  of 5,000  shares of Common  Stock held by the
Reporting  Person and  826,188  shares of Common  Stock  underlying  options and
warrants  that can be  exercised  immediately  or within 60 days of December 31,
2004.  The  number of shares of Common  Stock  which may be deemed  beneficially
owned by the Reporting  Person as of December 31, 2004, with respect to which he
(i) has sole voting power, (ii) shares voting power,  (iii) has sole dispositive
power and (iv) shares  dispositive power are listed in the responses to Items 7,
8, 9 and 10,  respectively,  of the cover page relating to the Reporting  Person
filed herewith.

     In  addition  to the  December  Option  referenced  in items 4  above,  the
Reporting  Person also owns a stock option to purchase an aggregate of 1,300,000
shares of the Common Stock at an exercise price of $1.50 per share.  This option
vests as follows:  (i) 557,141  shares on the date of grant (March 12, 2004) and
(ii) the balance of 742,859  shares in equal  amounts as of the last day of each
calendar  quarter  beginning  with the quarter  ending March 31, 2004 and ending
with the quarter ending December 31, 2007; provided,  however,  that this option
shall  immediately  vest in its  entirety  upon a Change of Control  and certain
other  events as defined in the  underlying  Option  Agreement,  dated March 12,
2004.  The Reporting  Person also owns a warrant to purchase up to 50,000 shares
(after the  one-for-six  reverse  stock split  effective  November  25, 2003) of
Common Stock of the Issuer (fully vested in December  2003) at an exercise price
of $2.04 per share,  pursuant to a certain Consulting  Agreement dated August 4,
2003, between the Reporting Person and the Issuer.

     Based on the 3,849,392 shares of Common Stock of the Issuer  outstanding on
December  31,  2004 (per the  Issuer’s  records),  the  Reporting  Person  would
beneficially own 17.8% of the outstanding  Common Stock as of December 31, 2004.
The percentage owned by the Reporting Person in terms of voting power is diluted
by the  existence of  outstanding  Series A  convertible  preferred  shares (the
“Preferred  Shares”) that give the holders of such shares the right to vote with
the common  stockholders on all matters submitted to a vote of the stockholders,
and the  holders of the  Preferred  Shares are  entitled  to the number of votes
equal to the number of shares of Common  Stock into which the  Preferred  Shares
are then  convertible  (currently ten (10) votes per each Preferred Share held).
Assuming the  conversion  of all  outstanding  Preferred  Shares,  the Reporting
Person  would be the  beneficial  owner of 6.3% of the then  outstanding  Common
Stock, which also represents the Reporting Person’s percentage voting power.

     (c). In the 60 days prior to the date of this  Schedule  13D, the Reporting
Person has not engaged in any transactions in shares of Common Stock.

     (d). To the knowledge of the Reporting  Person, no other person is known to
have the right to receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, the Shares.

     (e). Not applicable.

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

     The  information set forth in Item 4 and Item 5 of this statement is hereby
incorporated by reference  herein.  Except as set forth in this  statement,  the
Reporting  Person  does not have any  contract,  arrangement,  understanding  or
relationship with any other person with respect to any securities of the Issuer,
including,  but not  limited to, any  contract,  arrangement,  understanding  or
relationship concerning the transfer or the voting of any such securities, joint
venture,  loan or  option  arrangements,  puts or  calls,  guaranties  of loans,
guaranties against loss or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

     The exhibits are listed in the Exhibit Index  appearing below and are filed
herewith or are incorporated by reference to exhibits  previously filed with the
Securities and Exchange Commission.



                          [Signature on following page]




Signature

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


Dated:  January 31, 2005



  /s/ Robert M. Pons          
Robert M. Pons







                                  EXHIBIT INDEX


Exhibit #               Description                             Location
   1.1     Option Agreement dated as of March     Incorporated by reference from
           12, 2004, between the Issuer           Schedule 13D of Robert M. Pons
           and Robert M. Pons.                    filed with the Securities  and
                                                  Exchange Commission on June 3,
                                                  2004

   1.2     Common Stock Purchase Warrant dated    Incorporated by reference from
           as of August 4, 2003, between the      Schedule 13D of Robert M. Pons
           Issuer and Robert M. Pons.             filed  with the Securities and
                                                  Exchange Commission on June 3,
                                                  2004

   1.3     Common Stock Purchase Warrant dated    Incorporated by reference from
           as of August 4, 2003,  between the     Schedule 13D of Robert M. Pons
           issuer and Robert M. Pons.             filed  with the Securities and
                                                  Exchange Commission on June 3,
                                                  2004

   1.4     Option Agreement dated as of             Filed herewith
           December 20,  2004, between
           the Issuer and Robert M. Pons.

EX-1 2 exhibittossrvpons13d020805.htm OPTION AGREEMENT

                             SMARTSERV ONLINE, INC.




                                               Date of Grant:  December 20, 2004


To:      Robert M. Pons
         439 Williamson Road
         Gladwyne, Pennsylvania  19035

     You are hereby  granted an option (the  “Option”)  effective as of the date
hereof,  to purchase  400,000  shares of Common Stock,  par value $.01 per share
(“Common Stock”), of SmartServ Online, Inc. (the “Company”) at an exercise price
of $2.07 per share (the “Exercise  Price”).  This Option shall  terminate and is
not  exercisable  after the  expiration of ten years from the date of its grant,
except if terminated earlier as hereinafter provided (the "Expiration Date”).

     Your Option shall vest,  subject to accelerated  vesting as provided below,
at the rate of 1/36 per  month on the last day of each  month in 36  consecutive
installments commencing December 31, 2004.

     In the event that a “change of  control”  (as  hereinafter  defined) of the
Company  occurs  at any  time  prior  to the  Expiration  Date  (as  hereinafter
defined),  your Option may, from and after such date,  and  notwithstanding  the
second paragraph of this Option, be exercised for up to 100% of the total number
of shares  then  subject  to the Option  minus the  number of shares  previously
purchased  upon  exercise  of the Option  (as  adjusted  for any  changes in the
outstanding Common Stock by reason of a stock dividend, stock split, combination
of  shares,  recapitalization,   merger,  consolidation,   transfer  of  assets,
reorganization,  conversion or what the Compensation Committee deems in its sole
discretion to be similar circumstances, (a “"Recapitalization”)).

     A “Change of Control”  shall be deemed to have  occurred upon the happening
of any of the following  events:(i) the  shareholders  of the Company  approve a
merger or  consolidation  of the  Company  with any other  entity,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding  immediately prior thereto continuing to represent more than
fifty  percent  (50%)  of the  total  voting  power  represented  by the  voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation,  or the shareholders of the Company approve a plan
of complete  liquidation of the Company or consummate the sale or disposition by
the Company of all or substantially all of the Company's assets (other than to a
subsidiary  or  subsidiaries)  or (ii) any other event  deemed to  constitute  a
“Change of Control” by the Board of Directors  of the  Company.  notwithstanding
anything to the contrary herein, a “Change of Control” shall not include (i) the
acquisition  of Telco Group and related  companies and shares of Common Stock to
be issued  with  respect  thereto,  or (ii) any  financing  of the  Telco  Group
acquisition and securities to be issued with respect thereto.

     In lieu of paying the  Exercise  Price in cash and/or upon  exercise of the
Option,  you may elect a “cashless  exercise,”  in which event you will  receive
upon exercise a reduced  number of shares equal to (i) the number of shares that
would be issuable  pursuant to this Option upon  payment of the  Exercise  Price
minus (ii) the number of shares that have an aggregate  Market Price (as defined
below)  equal to the  Exercise  Price.  In  addition,  you may elect to have the
Company's tax  withholding  obligations in connection  with your exercise of the
option  satisfied on a cashless  basis, in which event the number of shares that
would  otherwise  be issuable  pursuant  to this Option  shall be reduced by the
number of shares that have an aggregate Market Price (as defined below) equal to
the amount of tax required to be withheld (but not more than such amount).

     For purposes of this Option “Market Price” per share of Common Stock on any
date shall be: (i) if the Common  Stock is listed or admitted for trading on any
national securities exchange,  the last reported sales price as reported on such
national securities exchange; (ii) if the Common Stock is not listed or admitted
for trading on any national securities  exchange,  the last reported closing bid
price for the Common  Stock as reported on the Nasdaq  Stock  Market's  National
Market  (“NNM”) or Nasdaq Stock  Market's  Small Cap Market (“NSM”) or a similar
service if NNM or NSM are not reporting  such  information;  (iii) if the Common
Stock is not listed or admitted for trading on any national securities exchange,
NNM or NSM or a similar service,  the last reported bid quotation for the Common
Stock as quoted by a market  maker in the Common Stock (or if there is more than
one market maker, the bid quotation shall be obtained from two market makers and
the average of the highest bid quotation shall be the “Market  Price”);  or (iv)
if the  Common  Stock is not listed or  admitted  for  trading  on any  national
securities  exchange or NNM or quoted by NSM and there is no market maker in the
Common  Stock,  the fair market value of such shares as determined in good faith
by the Board of Directors of the Company.

     This  Option may be  exercised  by you,  in whole or in part (but not as to
less than a whole share),  as to the vested  portion of this Option only, at any
time prior to the Expiration Date, by the presentation of this Option,  with the
purchase form attached duly executed, at the Company's office (or such office or
agency of the  Company as it may  designate  in writing to you)  specifying  the
number of shares of Common Stock as to which the Option is being exercised,  and
upon payment by you to the Company in cash or by certified  check or bank draft,
in an amount equal to the  Exercise  Price times the number of shares or in lieu
thereof  you may elect a cashless  exercise as provided  herein.  No  fractional
shares shall be issued or delivered upon exercise of this Option.

     This  Option is  exchangeable  by you at your  option at the  office of the
Company for other Options of different  denominations  entitling you to purchase
in the  aggregate  the same number of shares of Common Stock as are  purchasable
hereunder;  and this Option may be divided or combined  with other Options which
carry the same rights, in either case, upon presentation hereof at the office of
the Company together with a written notice,  signed by you, specifying the names
and denominations in which new Options are to be issued,  and the payment of any
transfer tax due in connection therewith.

     Your Option will, to the extent not previously  exercised by you, terminate
one (1) year after the date on which your employment by the Company or Affiliate
of the Company is  terminated,  whether  such  termination  is voluntary or not,
whether by reason of disability  as defined in Section  22(e)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”),  and the regulations  thereunder,
or death;  provided,  that,  in the event your  employment  with the  Company is
terminated  due to a  “Termination  For Cause” by the  Company  (as such term is
defined in Section 9 of your  Employment  Agreement,  dated March 12, 2004) your
option will expire  immediately;  and provided further,  that, in the event your
employment with the Company is terminated  without “Good Reason” by you (as such
term is  defined in Section 10 of your  Employment  Agreement,  dated  March 12,
2004)  your  Option  will  terminate  thirty  (30)  days  from  the date of such
termination  and you may only  exercise this Option for the number of shares you
had a right to purchase on the date your employment terminated.  In the event of
termination of your employment upon a “Termination Other Than For Cause” or “For
Good Reason” (as such terms are defined in Sections 9 and 10 of your  Employment
Agreement),  after the date of such termination you may exercise this Option for
100% of the number of shares  then  subject  to the  Option  minus the number of
shares  previously  purchased  upon  exercise  of the Option as  adjusted  for a
Recapitalization.  If you are  employed by an  Affiliate  of the  Company,  your
employment  shall be deemed to have  terminated on the date your employer ceases
to be an Affiliate of the Company,  unless you are on that date  transferred  to
the Company or another  Affiliate of the Company.  Your employment  shall not be
deemed  to have  terminated  if you  are  transferred  from  the  Company  to an
Affiliate,  or vice  versa,  or from one  Affiliate  to another  Affiliate.  For
purposes  herein,  an  Affiliate  of the  Company  shall be defined as an entity
controlled by or under common control with the Company.

     If you die while  employed by the Company or an  Affiliate  of the Company,
your legatee(s),  distributee(s),  executor(s) or administrator(s),  as the case
may be,  may,  at any time  within  one (1) year  after the date of your  death,
exercise  the Option as to any shares  which you had a right to purchase and did
not  purchase  during  your  lifetime  plus those  shares that would have vested
within one (1) year  thereafter.  If your  employment  with the  Company,  or an
Affiliate is terminated by reason of your becoming  disabled (within the meaning
of Section  22(e)(3) of the Code and the  regulations  thereunder),  you or your
legal  guardian or custodian  may at any time within one (1) year after the date
of such termination,  exercise the Option as to any shares which you had a right
to purchase and did not  purchase  prior to such  termination  plus those shares
that  would  have  vested  within  one  (1)  year   thereafter.   Your  legatee,
distributee,  executor, administrator,  guardian or custodian must present proof
of his authority  satisfactory to the Company prior to being allowed to exercise
this Option.

     This  Option  is not  transferable  otherwise  than by will or the  laws of
descent and distribution,  and is exercisable  during your lifetime only by you,
including,  for this purpose,  your legal  guardian or custodian in the event of
disability.  Until  the  Option  Price  has been  paid in full  pursuant  to due
exercise of this Option and the  purchased  shares are  delivered to you, you do
not have any rights as a shareholder  of the Company.  The Company  reserves the
right not to deliver to you the shares  purchased  by virtue of the  exercise of
this Option  during any period of time in which the Company  deems,  in its sole
discretion,  that  such  delivery  would  violate  a  federal,  state,  local or
securities exchange rule, regulation or law.

     This Option  constitutes the entire  understanding  between the Company and
you with respect to the subject matter hereof and no amendment,  modification or
waiver of this  Option,  in whole or in part,  shall be binding upon the Company
unless in writing  and signed by an  appropriate  officer of the  Company.  This
Option and the  performances  of the parties  hereunder  shall be  construed  in
accordance  with and governed by the laws of the State of  Pennsylvania  without
regard to principles of conflict of law.

     Please sign the copy of this Option and return it to the  Company,  thereby
indicating your understanding of and agreement with its terms and conditions.

                                                   SMARTSERV ONLINE, INC.


                                                   By:  /s/ Paul J. Keeler  
                                                       Paul J. Keeler
                                                       Chairman of the Board

     I hereby  acknowledge  receipt of a copy of the  foregoing  Stock Option to
purchase 400,000 shares at an Exercise Price of $2.07 per share, and having read
such documents, hereby signify my understanding of, and my agreement with, their
terms and conditions.

 /s/ Robert M. Pons                   December 20, 2004
 Robert M. Pons                           (Date)






                                  PURCHASE FORM
                                 To Be Executed
                             Upon Exercise of Option

     The  undersigned  record  holder of the within  Option  hereby  irrevocably
elects to exercise the right to purchase _______ share of Common Stock evidenced
by the  within  Option,  according  to the terms  and  conditions  thereof,  and
herewith makes payment of the purchase price in full or, alternatively, elects a
cashless  exercise in  accordance  with the terms of the Option as designated by
holder in writing to the Company.

     The undersigned  requests that certificates for such shares shall be issued
in the name set forth below.

Dated:
                                         ___________________________________
                                                      Signature

                                         ___________________________________
                                                Print Name of Signatory

                                        ___________________________________
                                        Name to whom certificates are to be
                                        issued if different from above


                                        Address ____________________________
                                                ____________________________

                                        Social Security No. or other identifying
                                        number ____________________________

If said  number of  shares  shall not be all the  shares  purchasable  under the
within Option,  the  undersigned  requests that a new Option for the unexercised
portion shall be registered in the name of:

                                          ______________________________________
                                                         (Please Print)

                                          Address ______________________________
                                                  ______________________________

                                        Social Security No. or other identifying
                                        number ______________________________

                                        Signature _____________________________

                                                   _____________________________
                                                       Print Name of Signatory

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