-----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, VNQWYwgeB80Z1CSzHfV/Vet2I6Auyq6/cCClZ0LxMPJF7WDMT1DwbHV2d8lJfCUA iqmmaglsEOCXx5L0LdBr8Q== 0000930661-01-000742.txt : 20010327 0000930661-01-000742.hdr.sgml : 20010327 ACCESSION NUMBER: 0000930661-01-000742 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US HOME SYSTEMS INC /TX CENTRAL INDEX KEY: 0000844789 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 752922239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42309 FILM NUMBER: 1579454 BUSINESS ADDRESS: STREET 1: 750 STATE HIGHWAY 121 BYPASS STREET 2: SUITE 170 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 2144886310 MAIL ADDRESS: STREET 1: 750 STATE HIGHWAY 121 BYPASS STREET 2: STE 170 CITY: LEWISVILLE STATE: TX ZIP: 75067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YOHO DAVID A CENTRAL INDEX KEY: 0001136755 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10505 COVING CROSS LANE CITY: VIENNA STATE: VA ZIP: 221821874 BUSINESS PHONE: 7035912490 MAIL ADDRESS: STREET 1: 10505 COVING CROSS LANE CITY: VIENNA STATE: VA ZIP: 221821874 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U. S. Home systems, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90335C100 (CUSIP Number) U.S. Home Systems, Inc. 750 State Highway 121, Suite 170 Lewisville, Texas 75067 Attention: Murray H. Gross (214) 488-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2001 (Date of Event which Requires Filing 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 (S)(S) 204.103d-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 (S)240.13d-7 for other parties to whom copies are to be sent. *The remainder of this 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 the disclosures provided in a prior cover page. The information required in 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).
- -------------------------------------------------- ---------------------------------------- CUSIP NO. 90335C100 13 D Page 2 of 5 - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON David A. Yoho (S.S. ###-##-####) - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS OO See (1) - ------------------------------------------------------------------------------------------------------------------------------------ 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 309,491 shares of common stock, $0.001 par value per share (2) ----------------------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER BY EACH REPORTING PERSON 309,491 shares of common stock, $0.001 par value per share WITH (2) ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,491 shares of common stock, $0.001 par value per share (2) - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN (2) - ------------------------------------------------------------------------------------------------------------------------------------
(1) U.S. Remodelers, Inc., a Delaware corporation merged with and into U.S. Pawn Acquisition Sub, Inc., U.S. Pawn, Inc.'s wholly owned Delaware subsidiary, with U.S. Remodelers, Inc. surviving. Pursuant to the terms and conditions of this merger, U.S. Remodelers, Inc. shareholders exchanged all of their outstanding shares for shares of common stock of U.S. Pawn, Inc. Coinciding with this merger, U.S. Pawn, Inc. re-capitalized its equity with a four (4) for one (1) reverse stock split, reincorporated in Delaware and changed its name by merging with and into U.S. Home Systems, Inc., a wholly-owned Delaware subsidiary of U.S. Pawn, Inc. The Reporting Person's respective consideration consists of such person's shares of U.S. Remodelers, Inc. shares that were exchanged for Issuer's post- reverse stock split shares of common stock. (2) Reporting person is the Trustee of the David A. Yoho Revocable Trust. As Trustee, Mr. Yoho holds the exclusive voting power of all the shares held in the David A. Yoho Revocable Trust. Item 1. Security and Issuer Page 3 of 5 The class of equity securities to which this statement on Schedule 13D (this "Statement") relates is the common stock, par value $0.001 per share (the "Common Stock"), of U.S. Home Systems, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 750 State Highway 121, Suite 170, Lewisville, Texas 75067. Item 2. Identity and Background. This Statement is being filed on behalf of David A. Yoho. With Mr. Yoho serving as Trustee of the David A. Yoho Revocable Trust he holds the exclusive voting power of all the shares held in the trust. Hereinafter David A. Yoho is referred to in this Statement as the "Reporting Person". The principal place of residence for the Reporting Person is 10505 Coving Cross Lane, Vienna, Virginia 22182-1874. During the last five years, the Reporting Person has neither been convicted in a criminal proceeding, nor has such Reporting Person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 or Other Consideration. Effective February 15, 2001, the Issuer, formerly known as U.S. Pawn, Inc., merged its wholly-owned Delaware subsidiary with and into U.S. Remodelers, Inc., a Delaware corporation, with U.S. Remodelers, Inc. surviving. The Issuer subsequently reincorporated in Delaware and re-capitalized its equity with a four (4) for one (1) reverse stock split on all of the its Common Stock through a merger with its wholly owned Delaware subsidiary. In connection with both of these mergers, the shareholders of U.S. Remodelers, Inc. exchanged their outstanding shares of U.S. Remodelers, Inc. common stock for an aggregate of 4,045,633 shares of U.S. Home Systems, Inc. (on a post-reverse stock split basis, the aggregate number of shares of Common Stock held as a result of this exchange results in the shareholders of U.S. Remodelers, Inc. holding 83% of the Issuer's outstanding Common Stock following the mergers and recapitalization). Item 4. Purpose of Transaction. The Reporting Person acquired the securities held in the David A. Yoho Trust and covered by this Statement for investment purposes. Item 5. Interest in Securities of the Issuer. The Reporting Person is deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the beneficial owner of an aggregate of 309,491 shares of the Common Stock as a result of a Issuer's wholly-owned Delaware subsidiary merging with U.S. Remodelers, Inc. effective on February 15, 2001. Page 4 of 5 Based upon the Issuer's stock transfer records as of February 15, 2001, there were 4,902,578 shares of the Common Stock issued and outstanding (post a four (4) for one (1) reverse stock split). The following chart represents the number of shares held by the Reporting Person and the percentage deemed to beneficially owned by such Reporting Person, as calculated pursuant to Rule 13d-3 of the Exchange Act as of February 15, 2001: ---------------------------------------------------------------------- Number of Percentage of Reporting Person Shares Held Indirectly Ownership ---------------- ---------------------- --------- ---------------------------------------------------------------------- David A. Yoho 309,491 6.3% ---------------------------------------------------------------------- Except as set forth herein, the Reporting Person has not effected any transactions in shares of the Common Stock during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On February 13, 2001, the Issuer entered into an Escrow Agreement with U.S. Remodelers, Inc., a Delaware corporation and the shareholders of U.S. Remodelers, Inc., whereby 10% of the Issuer's shares of Common Stock received by the U.S. Remodelers, Inc. shareholders as merger consideration (aggregating 404,564 shares of Common Stock) will be placed in escrow to cover any indemnification claims against U.S. Remodelers, Inc. that may arise after the merger. Pursuant to this Escrow Agreement, U.S. Remodelers, Inc.'s aggregate liability for indemnification shall not exceed the lesser of the value of the shares held in escrow or $500,000. Additionally, any liability that might arise to the shareholders of U.S. Remodelers, Inc. will also be limited to the aggregate number of shares held in escrow hereunder. This Escrow Agreement is governed by the laws of the state of Colorado and expires on February 15, 2002. The Escrow Agreement is included herein as Exhibit 1 and is incorporated herein in its entirety by reference in response to this Item. The foregoing description of the terms and provisions of such document is provided in summary format only, and is qualified in its entirety by reference to such document. Item 7. Material to Be Filed as Exhibits. The following exhibits are filed herewith: Exhibit 1. Escrow Agreement, dated February 13, 2001, among the Issuer, U.S. Remodelers, Inc. and the shareholders of U.S. Remodelers, Inc. Page 5 of 5 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: February 25, 2001 /s/ DAVID A. YOHO ----------------------------------- DAVID A. YOHO EX-1 2 0002.txt ESCROW AGREEMENT EXHIBIT 1 ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT is effective as of February 13, 2001, among U.S. Pawn, Inc., a Colorado corporation ("Purchaser"), U.S. Remodelers, Inc., a Delaware corporation (the "Company"), the shareholders of the Company as listed on Schedule A attached hereto (the "Shareholders"), and Corporate Stock Transfer, Denver, Colorado ("Escrow Agent"). RECITALS WHEREAS, Purchaser and the Company have entered into an Agreement and Plan of Merger relating to the acquisition by Purchase of all of the outstanding capital stock of the Company from Shareholders by issuing to Shareholders shares of common stock of Purchaser for all outstanding shares of the Company capital stock ("Purchase Agreement"). WHEREAS, capitalized terms in this Agreement shall have the same meaning as defined in the Purchase Agreement unless otherwise noted in this Agreement. WHEREAS, Purchaser, the Company, Shareholders and Escrow Agent have agreed that Escrow Agent will hold and disburse the Escrowed Shares in accordance with the provisions of this Agreement and the Purchase Agreement. WHEREAS, Purchaser, the Company and Shareholders have agreed if the Company becomes obligated to indemnify the Purchaser with respect to any claim for indemnification pursuant to the Purchase Agreement the Escrowed Shares will provide for the obligations of the Company under Article VIII of the Purchase Agreement. AGREEMENT 1. Purchaser, Shareholders and the Company appoint Escrow Agent as their escrow agent and Escrow Agent agrees to serve as Escrow Agent in accordance with the provisions hereof. 2. On the Closing Date of the Purchase Agreement, Purchaser shall issue and deliver to Escrow Agent stock certificates in the name of each Shareholder and reflecting the number of shares of Common Stock of Purchaser equal to 10% of the Merger Consideration. The amount of the Merger Consideration to be held in escrow pursuant to this Agreement shall be limited to 10% of each Shareholder's portion of the Merger Consideration to be issued to such Shareholder pursuant to the Purchase Agreement. Set forth on Schedule A attached hereto next to each Shareholder's name is the amount of Merger Consideration subject to this Agreement, which is an aggregate of 404,564 shares of Purchaser Common Stock (the "Escrowed Shares"). 3. The Company's aggregate liability for indemnification hereunder and under the Purchase Agreement shall not exceed the lesser of 10% of the aggregate value of the Merger Consideration or $500,000; however, in no event will the Company's liability for indemnification hereunder and under the Purchase Agreement exceed the Escrowed Shares (such amount being referred to herein as the "Company Liability Limits"). Shareholders' liability under this Agreement and the Purchase Agreement shall be limited to the Escrowed Shares. 4. If the Company becomes obligated to indemnify Purchaser with respect to an Indemnificable Claim pursuant to the Purchase Agreement, and in particular under Section VIII of the Purchase Agreement and the amount of liability with respect thereto shall have been finally determined, the Cash (defined in the Purchase Agreement) shall be adjusted upward by the amount of the Indemnifiable Claim and the Merger Consideration shall be recalculated accordingly, with the Escrow Agent releasing the number of Escrowed Shares to Purchaser to be cancelled; provided, however, that the Company shall be entitled to satisfy the Indemnifiable Claim by paying the full amount of the Indemnifiable Claim in cash within ten days of the date on which the amount of liability with respect thereto shall be have finally determined in accordance with Section VIII of the Purchase Agreement and herein. The number of Escrowed Shares to be delivered by the Escrow Agent to the Purchaser for cancellation shall be determined jointly by Purchaser and the Company. Escrow Agent shall only be required to deliver such Escrowed Shares to Purchaser after receipt of written instructions signed by both Purchaser and the Company directing Escrow Agent to deliver the designated number of Escrowed Shares to Purchaser. Such Escrowed Shares returned to Purchaser shall be cancelled. 5. An Indemnifiable Claim based on a purported misrepresentation or breach of warranty by the Company must first be asserted in writing within one year from the Closing Date. Any Indemnifiable Claim that is not asserted within the period as provided above therefor shall be forever barred. If one year after the Closing Date (the "Termination Date") there are no Indemnifiable Claims, Escrow Agent shall deliver within ten (10) business days after receiving written instructions signed by Purchaser and the Company to each Shareholder at his address as reflected on Schedule A his representative share of the Escrowed Shares. If on the Termination Date there exists an unresolved Indemnifiable Claim, Escrow Agent shall retain the number of Escrowed Shares (or cash if the Company elects to deliver the amount of cash for such claim to Escrow Agent) as designed in writing by both the Company and the Purchaser, which in their sole discretion they deem necessary to indemnify such Claim. The remaining Escrowed Shares shall then be released and delivered to Shareholders. This Agreement will continue after the Termination Date until all Indemnifiable Claims are paid or resolved in accordance with this Agreement and the Purchase Agreement. Upon the payment or resolution of all Indemnifiable Claims after the Termination Data, the remaining Escrowed Shares, if any, shall be released and delivered to Shareholders within ten (10) business days after receipt by Escrow Agent of written instructions signed by both the Company and Purchaser. 6. Should any controversy arise between or amount the parties, or with any other person, firm or entity, with respect to this Escrow Agreement, the Escrowed Shares or the right of any party or other person to receive the Escrowed Share, or should the parties fail to designate another Escrow Agent as provided in paragraph 7(b) hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right (but not the obligation) to (a) withhold delivery of the Escrowed Shares until the controversy is resolved the conflicting demands are withdrawn or its doubt is resolved, and/or (b) institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. 7. The following shall govern the rights, privileges, immunities and liabilities of Escrow Agent: (a) In performing any of its duties hereunder, Escrow Agent shall not incur any liability to any of the parties hereto for any damages, losses or expenses, unless caused by Escrow Agent's gross negligence or willful default, and it shall, accordingly, not incur any such liability with respect to: (1) any action taken or omitted in good faith upon advice of counsel for Escrow Agent given with respect to any questions relating to the duties and responsibilities of Escrow Agent under this Escrow Agreement; or (2) any action taken or omitted in reliance upon any notice or other instrument furnished to Escrow Agent by any of the parties pursuant hereto, not only as to its due execution, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Escrow Agreement (b) Escrow Agent may resign at any time upon ten (10) days written notice to all parties, in which event it shall be succeeded by such person or institution as the Company may select; (c) Purchaser, Shareholders and the Company hereby agree to indemnify and hold Escrow Agent harmless from and against any and all losses, claims, damages, liabilities and expenses ("Claims"), including reasonable costs of investigation, counsel fees and disbursements, which may be incurred by Escrow Agent in connection with its acceptance of appointment as Escrow Agent hereunder or the performance of its duties hereunder, and any arbitration, litigation or other proceedings arising from this Escrow Agreement or involving the subject matter hereof. 8. Delivery of the Escrowed Shares to Shareholders as provided herein and any notice given pursuant to this Agreement must be in writing and may be given by registered or certified mail, and if given by registered or certified mail, shall be deemed to have been given and received when a registered or certified letter containing such notice, properly addressed with postage prepaid, is deposited in the United States mails; and if given otherwise than by registered or certified mail, it shall be deemed to have been given when delivered to and received by the party to whom addressed. Delivery of the Escrowed Shares and such notices shall be given to the Company and Purchaser at the addresses set forth in Section 9.2 of the Purchase Agreement and to Shareholders at the addresses as set forth on Schedule A hereto, which addresses may be changed by written notice to the other parties in accordance with this paragraph. 9. THIS ESCROW AGREEMENT IS TO BE PERFORMED IN THE STATE OF COLORADO AND SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICT OF LAW RULES. 10. This Escrow Agreement may be executed by the parties in counterparts, each of which shall be deemed an original document but all of which together shall constitue one agreement. 11. This Agreement may be amended, modified or waived only by a written agreement signed by the Purchaser, the Company and Shareholders. With regard to any power, remedy or right provided in this Agreement or otherwise available to any party; (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any party of the time for performance of any act or condition hereunder does not constitute a waiver of the act or condition itself. 12. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective assigns, heirs, successors and legal representatives. 13. The Escrow Agent shall receive an annual fee of $1,000 for its services hereunder. The initial fee shall be paid to Escrow Agent by the Company on the execution date of this Agreement. On the annual anniversary date of this Agreement, if this Agreement is in effect, the Company shall pay Escrow Agent the $1,000 annual fee. This Escrow Agreement is executed and delivered by the parties hereto as of the date set forth below. U.S. PAWN, INC. By: /s/CHARLES VAN GUNDY ------------------------------------ Dated: February 13, 2001 Charles Van Gundy, President U.S. REMODELERS, INC. By: /s/MURRAY GROSS ------------------------------------ Dated: February 13, 2001 Murray Gross, President CORPORATE STOCK TRANSFER By: /s/CAROLYN BELL ------------------------------------ Dated: February 13, 2001 Carolyn Bell, President SCHEDULE A TO ESCROW AGREEMENT U.S. Home Systems, Inc. (Post Reverse Stock Split) U.S. Remodelers Shareholders Number of Escrowed Shares - ---------------------------- -------------------------- About Face Limited 127 Natches Trace 64,030 Coppell, Texas 75019 Tax I.D. No. 75-2686243 Marc Beresin 2400 NW 63rd Street 6,878 Boca Raton, Florida 33496 Social Security No. ###-##-#### Gusti Gross-Blumenthal Seacoast East 18,205 5161 Collins Avenue, Apt. 602 Miami Beach, Florida 33140 Social Security No. ###-##-#### Peter T. Bulger 5973 Temple Drive 26,604 Plano, Texas 75093 Social Security No. ###-##-#### Robert A. DeFronzo 3505 Window Forest Drive 4,494 Grapevine, Texas 76051 Social Security No. ###-##-#### Joanne Feeney 312 SW 12/th/ 688 Boynton Beach, Florida 33426 Social Security No. ###-##-#### Garden State Exterior Remodeling, Inc. 217 Highland Parkway 10,316 Roselle, New Jersey 07203 Tax I.D. No. 22-3147529 Sidney Gluck T. Gluck & Co. 15 West 47th, 9th Floor 9,014 New York, New York 10036 Social Security No. ###-##-#### SCHEDULE A TO ESCROW AGREEMENT--Page 1 U.S. Home Systems, Inc. (Post Reverse Stock Split) U.S. Remodelers Shareholders Number of Escrowed Shares - ---------------------------- -------------------------- Gross Family Trust 21485 Halstead Drive 20,384 Boca Raton, Florida 33428 Social Security No. ###-##-#### Malcolm Harris 10381 Mt. Prospect Road 7,713 New Kent, Virginia 56457 Social Security No. ###-##-#### Mark Honigsfeld Revocable Trust 969 East End Avenue 27,915 Woodmere, New York 11598 Social Security No. ###-##-#### Ali Honigsfeld Trust 969 East End Avenue 3,034 Woodmere, New York 11598 Tax I.D. No. 11-6520202 Avi Honigsfeld Trust 969 East End Avenue 3,034 Woodmere, New York 11598 Tax I.D. No. 11-6520204 Dahlia Honigsfeld Trust 969 East End Avenue 3,034 Woodmere, New York 11598 Tax I.D. No. 11-6520205 Evan Honigsfeld Trust 969 East End Avenue 3,034 Woodmere, New York 11598 Tax I.D. No. 11-6520203 Paul Kalisz 2810 Sausalito Drive 688 Carrollton, Texas 75007 Social Security No. ###-##-#### Kiernan Family Trust 358 Saw Mill River Road 25,791 Millwood, New York 10546 Tax I.D. No. 13-7016613 SCHEDULE A TO ESCROW AGREEMENT--Page 2 U.S. Home Systems, Inc. (Post Reverse Stock Split) U.S. Remodelers Shareholders Number of Escrowed Shares - ---------------------------- -------------------------- David Silverman 602 NW 13th Street, #22 516 Boca Raton, Florida 33486 Social Security No. ###-##-#### Sonostar Ventures, LLC 46,424 358 Saw Mill River Road Millwood, New York 10546 Tax I.D. No. 13-3929307 Lynne Tarnopol 217 Highland Parkway 20,633 Roselle, New Jersey 07203 Social Security No. ###-##-#### Stephen Thompson 409 Ivan Drive 688 Lewisville, Texas 75067 Social Security No. ###-##-#### David Vargas 2230 G Spring Harbor 688 Delray Beach, Florida 33445 Social Security No. ###-##-#### David A. Yoho, Trustee of the David A. Yoho Revocable Trust 10803 West Main Street 30,949 Fairfax, Virginia 22030 Social Security No. ###-##-#### Ronald I. Wagner 45 Masland Circle 69,810 Dallas, Texas 75230 Social Security No. ###-##-#### TOTAL 404,564 SCHEDULE A TO ESCROW AGREEMENT--Page 3 SIGNATURE PAGE OF SHAREHOLDERS OF U.S. REMODELERS, INC. ESCROW AGREEMENT ABOUT FACE LTD. A Texas Ltd. Partnership GP About Face Inc., A Texas Corp Its: General Partner Dated: December 29, 2000 By: /s/ Murray H. Gross ---------------------------------- Name: MURRAY H. GROSS --------------------------------- Its: President --------------------------------- Dated: December 29, 2000 /s/ Marc Beresin -------------------------------------- MARC BERESIN Dated: December 29, 2000 /s/ Gusti-Gross Blumenthal -------------------------------------- GUSTI-GROSS BLUMENTHAL Dated: December 29, 2000 /s/ Peter T. Bulger -------------------------------------- PETER T. BULGER Dated: December 29, 2000 /s/ Robert A. Defronzo -------------------------------------- ROBERT A. DEFRONZO Dated: December 29, 2000 /s/ Joanne Feeney -------------------------------------- JOANNE FEENEY GARDEN STATE BRICKFACE, INC. Dated: December 29, 2000 By: /s/ David Moore ---------------------------------- Name: DAVID MOORE --------------------------------- Its: Chairman --------------------------------- Dated: December 29, 2000 /s/ Sidney Gluck -------------------------------------- SIDNEY GLUCK GROSS FAMILY TRUST Dated: December 29, 2000 By: /s/ Steven L. Gross ------------------------------------- Name: STEVEN L. GROSS ----------------------------------- Its: Co-Trustee ------------------------------------ Dated: December 29, 2000 /s/ Malcolm Harris ---------------------------------------- MALCOLM HARRIS Dated: December 29, 2000 /s/ Ali Honigsfeld ---------------------------------------- ALI HONIGSFELD Dated: December 29, 2000 /s/ Avi Honigsfeld By: Mark Honigsfeld I.D.# 11-6520204 ---------------------------------------- AVI HONIGSFELD Dated: December 29, 2000 /s/ Dahlia Honigsfeld By: Mark Honigsfeld I.D.# 11-6520205 ---------------------------------------- DAHLIA HONIGSFELD Dated: December 29, 2000 /s/ Evan Honigsfeld By: Mark Honigsfeld I.D.# 11-6520203 ---------------------------------------- EVAN HONIGSFELD MARK HONIGSFELD REVOCABLE LIVING TRUST Dated: December 29, 2000 By: /s/ Mark Honigsfeld I.D.####-##-#### ------------------------------------- Name: MARK HONIGSFELD ----------------------------------- Its: Trustee ------------------------------------- Dated: December 29, 2000 /s/ Paul Kalisz ----------------------------------------- PAUL KALISZ KIERNAN FAMILY TRUST Dated: December 29, 2000 By: /s/ Vera H. Kiernan ------------------------------------- Name: VERA H. KIERNAN ----------------------------------- Its: Trustee ------------------------------------ Dated: December 29, 2000 /s/ David Silverman ---------------------------------------- DAVID SILVERMAN SONOSTAR VENTURES, LLC Dated: December 29, 2000 By: /s/ Gregory F. Kiernan ------------------------------------- Name: GREGORY F. KIERNAN ----------------------------------- Its: President & CEO ------------------------------------ Dated: December 29, 2000 /s/ Lynne Tarnopol ---------------------------------------- LYNNE TARNOPOL Dated: December 29, 2000 /s/ Stephen Thompson ---------------------------------------- STEPHEN THOMPSON Dated: December 29, 2000 /s/ David Vargas ---------------------------------------- DAVID VARGAS Dated: December 29, 2000 /s/ Ronald I. Wagner ---------------------------------------- RONALD I. WAGNER DAVID A. YOHO REVOCABLE TRUST Dated: December 29, 2000 By: /s/ David A. Yoho ------------------------------------- Name: DAVID A. YOHO ----------------------------------- Its: TRUSTEE ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----