Form SB-2/A for AMERICAN ACCESS TECHNOLOGIES INC filed on Apr 23 1998 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _______________ File No. __________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------------- AMERICAN ACCESS TECHNOLOGIES INC. --------------------------------- (Name of small business issuer in its charter) Florida 3661 59-3410234 -------------------------------------------------------------------------------- (State of Incorporation) (Primary Standard (IRS Employer Industrial Classification I.D. Number) Number) 238 N. Westmonte Drive, Suite 210, Altamonte Springs FL 32714 (407) 865-7696 -------------------------------------------------------------------------------- (Address and telephone number of principal executive offices) 238 N. Westmonte Drive, Suite 210, Altamonte Springs, FL 32714 -------------------------------------------------------------------------------- (Address of principal place of business) Victor Murray, President American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, FL 32714 (407) 865-7696 -------------------------------------------------------------------------------- (Name, address and telephone number of agent for service) Copies to; Joel Bernstein, Esq. P. O. Box 330072 Miami, FL 33233 (305) 751-3008 Fax:(305) 751-4928 Approximate date of proposed commencement of sale to the public: From time to time after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. /X/ --- CALCULATION OF REGISTRATION FEE ================================================================================================== Proposed Amount of Proposed Maximum Shares Maximum Aggregate Amount of Title of Each Class of To be Offer Price Offering Registration Securities to be Registered Registered Per Unit(1) Price Fee --------------------------- ---------- ----------- --------- ------------ Common Stock 1,030,000(2) $11.68 $12,030,400 $3,645.58 Warrants to purchase 630,000(3) Common Stock ================================================================================================== (1) Estimated solely for purposes of calculating the registration fee based upon the average of the bid and asked price in the over the counter market on December 19, 1997. (2) Includes 630,000 shares issuable on exercise of Warrants. The number of shares and warrants may be increased by operation of anti-dilution provisions contained in the Warrants. (3) No fee pursuant to Rule 457(g). The Company hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Acts of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. AMERICAN ACCESS TECHNOLOGIES, INC. 1,030,000 SHARES OF COMMON STOCK 630,000 WARRANTS EXPIRING FEBRUARY 11, 2000 TO PURCHASE 630,000 SHARES OF COMMON STOCK THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. See "Risk Factors" beginning on page 5 for a discussion of certain risk factors that should be considered by prospective investors of the securities offered hereby. The security holders named under "Plan of Distribution - Selling Security Holders" have advised the Company that they may from time to time sell or otherwise dispose of Warrants to purchase Common Stock of the Company or shares of the Common Stock to which this Prospectus relates (of which 630,000 shares are issuable upon exercise of the Warrants) at prices then prevailing in the over-the-counter market or otherwise at prices then obtainable. The Company will not receive any of the proceeds from the sale of Common Stock or Warrants by such security holders other than amounts received upon exercise of the Warrants in accordance with their terms (see "Description of Securities - Warrants" elsewhere in this Prospectus). Such security holders, and any securities dealers or brokers to or through which they effect sales of the above shares of Common Stock or Warrants, may be deemed to be underwriters with respect to such securities within the meaning of the Securities Act of 1933, and any profits realized by such persons may be deemed to be underwriting commissions. The Company is not aware of any public market for the Warrants of the Company. The Company's Common Stock is quoted on the OTC Electronic Bulletin Board under the symbol AATK. On April 13, 1998, the closing bid quotation for the Common Stock on the OTC Electronic Bulletin Board was $12.00. Costs and expenses in connection with the registration of the securities offered hereby, estimated at $27,061, are to be borne by the Company. Brokers' commissions, taxes and other selling expenses are to be borne by the selling security holders and are not expected to exceed normal selling expenses for sales in the over-the-counter market. THE DATE OF THIS PROSPECTUS IS _________________, 1998. 3 PROSPECTUS SUMMARY The following summary is qualified in its entirety by reference to the more detailed information and the financial statements, including the notes thereto, appearing elsewhere in this Prospectus. SECURITIES REGISTERED Shares of Common Stock which may be offered by the Selling Security Holders.............................................1,030,000 Warrants which may be offered by the Selling Security Holders............630,000 Shares of Common Stock to be outstanding assuming all shares to which this Prospectus relates are sold...............................3,600,000 BUSINESS The Company is a development stage Florida corporation which was incorporated on October 21, 1996 to develop, design and manufacture products for the telecommunications industry. The Company's first product, a zone cabling termination cabinet, to facilitate the laying of cable for telecommunications systems, specifically designed for the telecommunications cabling approach known as "Zone Cabling", introduced in January 1997. The Company's independent certified public accountants have included an explanatory paragraph in their report on the Company's financial statements to express substantial doubt as to the Company's ability to continue as a going concern. The telecommunications industry in general is one that is continually and rapidly expanding. Trends toward increased high speed data systems, corporate networking and desktop personal computing, have created the need for higher speed cabling, new ways to connect cabling and higher speed switching. The Company's Zone Cabling Termination Cabinet ("ZCTC") was introduced to the telecommunications industry in January 1997. This product acts as a mini-telephone closet that fits into the ceiling the grid system and is supported to the building structure by threaded rods, disguising its appearance and providing a high degree of concealment, esthetic appearance as well as security. The cabinet's design allows the mounting of telecommunications apparatus on a removable equipment mounting plate located on the enclosure access door. The product acts as a consolidation, distribution and termination point for the system, as well as a multi-user outlet. Use of the ZCTC in conjunction with "Zone Cabling" facilitates installation and moves, adds and changes. The Company outsources its entire product prototyping, production, manufacturing, assembly and packaging operations to a singe independent supplier. The Company's goal is to become a leading supplier of structured telecommunications cabling system components. The Company's offices are located at 238 N. Westmonte Drive, Suite 210, Altamonte Springs, FL 32714. Its telephone number is (407) 865-7696. 4 DIVIDENDS The Company has not paid any cash dividends and does not expect to pay cash dividends in the foreseeable future. SUMMARY FINANCIAL INFORMATION The summary financial data set forth below is derived from and should be read in conjunction with the financial statement, including the notes thereto, appearing elsewhere in this Prospectus. Statement of Operations Data: Year Ended December 31 ----------------------- 1997 1996 ---- ---- Revenues 231,622 -- Loss from continuing operations (426,455) (66,248) Income from discontinued operations -- 4,606 Net (loss) (426,455) (61,642) Net (loss) per common share (.14) (.02) Weighted average number of shares 3,083,000 2,850,000 Balance Sheet Data: December 31, 1997 -------------------------------------- Actual -------- Working capital $378,299 Total assets 540,582 Total liabilities 100,825 Stockholders' equity 439,757 -------------------- RISK FACTORS The Securities offered herein involve a high degree of risk. Accordingly, before deciding to purchase, investors should carefully consider the following risk factors along with the other matters discussed herein. LOSSES INCURRED DURING START-UP OF OPERATIONS; MODIFIED ACCOUNTANT'S REPORT. The Company began its business described herein in October 1996 and has recently introduced its first 5 product. As with many start-up company's, expenses are currently in excess of revenues as the Company continues to invest its resources into continuing product development and marketing. Since inception through December 31, 1997, the Company has a cumulative loss of $488,097. There was a net loss of $426,455 for the fiscal year ended December 31, 1997 and a net loss of $61,642 for the fiscal year ended December 31, 1996. As of December 31, 1997, the Company had working capital of $378,299. Although the Company's working capital requirements for the next 12 months will be substantially dependent upon sales activities, the Company's internal projections call for working capital requirements of approximately $692,000 for such period. Accordingly, the Company is subject to the risks of any new business and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties and complications of a new business and the highly competitive environment in which the Company operates. There can be no assurance that the Company will be able to achieve and sustain profitable operations in the future. The Company's independent certified public accountants have included an explanatory paragraph in their report on the Company's financial statements to express substantial doubt as to the Company's ability to continue as a going concern. See "Financial Statements" contained herein. NEED FOR ADDITIONAL FUNDS. The Company will require substantial additional funding to further develop its products, marketing and operations. There can be no assurance that such additional funds would be available when needed or that they would be available on attractive terms or that raising additional funds would not result in substantial reduction in the value of the Company's shares. NO ASSURANCE OF COMMERCIAL SUCCESS; UNCERTAINTY OF MARKET ACCEPTANCE. The Company's products compete in the highly competitive market for telecommunications products. The Company's prospects for success will therefore depend on its ability to successfully market its products to distributors who may be inhibited from doing business with the Company because of their commitment to other products. As a result, demand and market acceptance for the Company's produces is subject to a high level of uncertainty. The Company currently has limited financial, personnel and other resources to undertake the extensive activities that will be necessary to produce and market its products. There is no assurance that the Company will be able to formalize expanded marketing arrangements or that its marketing efforts will result in substantial additional revenues. See "Business". DEPENDENCE UPON KEY MANAGEMENT. The Company is dependent upon the members of management set forth herein. Accordingly, the Company will be adversely affected if the services of such persons ceased to be available to the Company. COMPETITION; PRODUCT OBSOLESCENCE. The markets for the technology and products developed by the Company are characterized by rapid changes and evolving industry standards often resulting in product obsolescence or short product life cycles. As a result, certain companies may be developing technologies or products of which the Company is unaware which may be functionally similar, or superior, to some or all of those being developed by the Company. These companies may have substantially greater financial, technical, personnel and other resources than the Company and may have established reputations for success in developing and sales of their products. The ability of the Company to compete will depend on its ability to continually enhance and improve such products and technology, to adapt its products to be compatible with specific products manufactured by others, and to successfully develop and market new products and technology. There is no assurance that the Company will be able to compete successfully, that its competitors or future competitors will not develop technologies or products that render the 6 Company's products and technology obsolete or less marketable or that the Company will be able to successfully enhance its products or technology or adapt them satisfactorily. PROTECTION OF PROPRIETARY INFORMATION. The Company has applied for a patent on its Zone Cabling product. There is no assurance that any patents will be obtained. If obtained, there is no assurance that any patents will afford the Company commercially significant protection of its technologies or that the Company will have adequate resources to enforce its patents. The Company also intends to seek foreign patent protection. With respect to foreign patents, the laws of other countries may differ significantly from those of the United States as to the patentability of the Company's products or technology. Moreover, the degree of protection afforded by foreign patents may be different from that in the United States. Patent applications in the United States are maintained in secrecy until patents issue, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, the Company cannot be certain that it will be the first creator of inventions covered by any patent applications it makes or the first to file patent applications on such inventions. POTENTIAL LACK OF LIQUIDITY. The Company's common stock currently trades on the OTC Bulletin Board under the symbol: AATK. Stocks trading on the OTC Bulletin Board generally attract a smaller number of market makers and a less active public market and may be subject to significant volatility. Sales of substantial amounts of shares of the Company's common stock in the public market pursuant to exercise of the warrants herein and additional capital financing transactions which may be undertaken by the Company in the future could adversely affect the market price of the Company's common stock and the Company's ability to raise equity capital in the future and may make it more difficult for an investor to liquidate his investment in the Company. NO CASH DIVIDENDS. The Company has not paid, nor does it presently contemplate the payment of, any cash dividends on its Common Stock. USE OF PROCEEDS No assurance can be given that any or all of the Warrants will be exercised. Accordingly, as far as can be determined as of the date of the Prospectus, the proceeds received by the Company upon any exercise of Warrants will be used for general corporate purposes and for working capital which may include payment of salaries, rent, research and development, purchase of inventory and marketing expenses. Such proceeds would aggregate $5,040,000 if all the Warrants were exercised in full. MARKET FOR SECURITIES The Company's Common Stock is traded in the over-the-counter market and is included in the NASD Electronic Bulletin Board under the symbol AATK. Trading began on August 15, 1997. The following is the range of high and low bid prices for the Company's Common Stock for the periods indicated High Low ---- --- August 15, 1991 through September 30, 1997 $7.625 $ 2.50 October 1, 1997 through December 31, 1997 $12.00 $ 7.20 January 1, 1998 through March 31, 1998 $12.25 $11.00 The above represents inter-dealer quotations which do not include retail mark-ups, markdowns, or commissions, and do not necessarily represent actual transactions. The approximate number of record holders of the Company's Common Stock as of December 3, 1997 was approximately 41. 7 RECENT FINANCING Since September 30, 1997, the Company issued 86,667 shares of its Common Stock to holders of outstanding Common Stock Purchase Warrants and received proceeds of $260,000. DIVIDEND POLICY The Company has not paid any dividends on its Common Stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The Board of Directors intends to follow a policy of retaining earnings, if any, to finance the growth of the Company. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including the Company's earnings, financial condition, capital requirements and other factors. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW The Company was formed in October 1996 to acquire the assets of Vic Murray and Associates, Inc. (VMA). The purchase of VMA was for the primary purpose of obtaining the pending patent for the Zone Cabling Termination Cabinet, the product which the Company has since developed and marketed. Shortly after the acquisition of VMA, the Company made a determination to discontinue the operations and business activities of VMA, which was a manufacturer's representative of various products. Accordingly, all of the operations of VMA have been reflected as discontinued operation in the accompanying statements of operations. The following discussion and analysis reviews the operations by the Company in 1995, 1996 and 1997. The 1995 and 1996 periods reflect the historical operations of VMA as discontinued operations, as described above. The operations of the Company with regard to the development and sale of these Zone Cabling Termination Cabinet are reflected in the historical operations for 1997. The following discussion and analysis should be read in conjunction with a discussion about risk factors and the consolidated financial statements of the Company, included elsewhere in this Prospectus. RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 REVENUES The Company earned $231,622 in sales revenue during 1997. Revenue for 1996 was zero, because the Company did not commence sales of its Zoning Cabling Termination Cabinet until 1997. This represents an increase of 100%. All other revenues relating to the activities of VMA during 1996 are reflected in discontinued operations, net of costs and expenses. 8 COSTS AND EXPENSES Management and consulting fees paid to officers/directors/stockholders consists of fees paid for the personal services rendered by these officers, who are also directors and stockholders of the Company. These increased 518% to $285,384 for 1997 as compared with $46,154 for 1996. The increase is due to a full year of fees paid and accrued to the officers of the company during 1997. Product development costs include research, development and legal costs associated with registering and maintaining the patent held by the Company for its product. Such costs increased 68% to $11,072 for 1997 as compared with $6,601 for 1996. Marketing expenses include costs associated with informing customers and potential customers about the product through means such as brochures, specification sheets and the Internet. These expenses increased 100% to $38,821 in 1997 as compared with $0 in 1996. General and administrative expenses include the general overhead costs of operating the Company, as well as marketing costs, such as trade shows and advertising. These expenses increased 2,004% to $258,888 in 1997 as compared with $12,301 in 1996. Interest expense represents the interest cost incurred on the debt outstanding during the first quarter of 1997 and the last quarter of 1996. This expense increased 103% to $2,424 as compared with $1,192 for 1996. INCOME FROM DISCONTINUED OPERATIONS Income from discontinued operations represents the net operating results of VMA. Such net income, which represents the net results of operations of VMA, totaled $4,606 for the year ended December 31, 1996. There were no results from VMA as of December 31, 1997 due to the cessation of operations in the prior year. YEAR ENDED DECEMBER 31, 1996 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1995 REVENUES Revenues for 1996 and 1995 were zero, because the Company did not commence sales of its Zoning Cabling Termination Cabinet until 1997. All other revenues relating to the activities of VMA are reflected in discontinued operations, net of costs and expenses. 9 COSTS AND EXPENSES Management and consulting fees paid to officers/directors/stockholders consists of fees paid for the personal services rendered by these officers, who are also directors and stockholders of the Company. These costs amounted to $46,154 for 1996. Product development costs include research, development and legal costs associated with registering and maintaining the patent held by the Company for its product. Such costs totaled $6,601 for 1996. General and administrative expenses include the general overhead costs of operating the Company, as well as marketing cost, such as trade shows and advertising. These expenses totaled $12,301 in 1996. Interest expense represents the interest cost incurred in the debt outstanding during 1996. This expense amounted $1,192 for 1996. Costs and expenses for 1995 were zero, because all of the costs and expenses incurred by the Company have been presented in discontinued operations, and applied against the revenue generated from the discontinued operations of VMA. INCOME FROM DISCONTINUED OPERATIONS Income from discontinued operations represents the net operating results of VMA. Such net income, which represents the net results of operations of VMA, decreased $10,531 for the year ended December 31, 1996, as compared to the same period ended December 31, 1995. The decrease was attributable primarily to the cessation of operations. 10 LIQUIDITY AND CAPITAL RESOURCES The Company required cash for operating activities of approximately $325,000 during the year ended December 31, 1997 and $21,000 during the year ended December 31, 1996. The use of cash in both periods is due primarily to Company expenditures for start up operations and promotion and distribution of its products. Cash used in investing activities, which includes patent development and acquisition of fixed assets, was approximately $43,000 for the year ended December 31, 1997 and $13,000 for the year ended December 31, 1996. This increase was due to purchases of office equipment and computers as well as expenses associated with protecting and making effective the Company's patent. The Company received $100,000, from a short-term note payable during the year ended December 31, 1996. This note was repaid in the first quarter of 1997. The Company completed a private placement of its stock which provided proceeds of approximately $848,000 to the Company. The Company was provided with cash from financing activities of approximately $749,000 for the year ended December 31, 1997 and $95,800 for the year ended December 31, 1996. The Company's operating and capital requirements in connection with its development and marketing activities have been and will continue to be significant. Based on its current plans, the Company anticipates that revenues earned as a result of distribution agreements executed as of the date of this filing, will be the primary source of funds for operating activities. The Company believes that revenues in addition to existing cash and cash equivalents remaining from proceeds of its private offering, will be sufficient to meet its capital and liquidity needs for the next 12 months. The Company also believes that cash required to fulfill purchase orders will be available through bank borrowings or factoring, if required. The Company's primary customers are substantial corporations with credit ratings that will support such credit arrangements. BUSINESS COMPANY BACKGROUND The Company's founder, Vic Murray, began working in the electrical, cable and industrial supply business in 1945. As a Manufacturer's Representative, he worked for such high profile companies as Graybar Electric Company and Florida Electric Supply. Mr. Murray opened Vic Murray & Associates as an independent manufacturer's representative in 1977 and such firm was incorporated as Vic Murray & Associates, Inc. (VMA). VMA developed agency relationships with electrical engineers, electrical contractors, municipalities, power companies and distribution companies throughout the State of Florida. The Company acquired VMA in exchange for Company common stock in 1996 and ceased its manufacturer's representative business in order to engage exclusively in the business described herein, As a direct result of the break-up of the AT&T monopoly, thousands of technology, service and equipment companies began to develop revolutionary telecommunications products and services. These companies could now fairly compete for business within the rapidly evolving multi-billion dollar telecommunications industry. Simultaneously, the computer industry evolved 11 at a rapid pace as well. The telecommunications industry was forever changed and for the first time in this industry, a myriad of new business opportunities emerged. Richard Murray was directed to research and evaluate the industry to determine in which categories of supply and support they would specialize. The decision was made to focus on wire management for voice, data, fiber optic, CCTV and CATV applications. With the birth of new and revolutionary high speed telecommunications technology and equipment, wiring and wire management would become a critical part of the telecommunications industry. Along with other specialists throughout the United States, the Murray's quickly realized that designers of new buildings and renovations did not consider adequate spacing and design requirements in order to accommodate the telecommunications wiring. Although wire and wire management is a critical portion of telecommunications, in some cases, the design engineers actually had forgotten to include it in the project design. These engineering and industry oversights create significant and expensive changes in structure design resulting in the loss of usable or otherwise rentable spaces. Additionally, excessive future moves, adds and changes (MAC's), of personnel offices, telephones, data terminals and other cable termination points were generally given little consideration. BACKGROUND FOR PRODUCT DEVELOPMENT Until now, Wire Management Systems have not evolved as rapidly as the Telecommunications Industry as a whole. Industry leaders began to realize that with the advent of technologically advanced equipment, systems, new methods of conveyance (e.g. Fiber Optics) and the demand for connection to the "Information Super Highway", the established methods of wiring and wire management were outdated. Telecommunication wiring originates outside the building and is routed into the building through either an underground, direct buried or aerial service entrance facility. An internal room within the building is designated as the Entrance Facility (EF) and is normally located either on the first or in a basement floor level. This space can also be used as the Equipment Room (ER). If this space serves as the ER and houses the EF, it may also contain the main hub of backbone pathways and cables that feed the various Telecommunications Closets (TC) throughout the building. This main hub location is known as the Main Cross-connect (MC). As a minimum, each and every floor of the building has a Telephone Closet (TC). The TC functions to connect backbone cables to horizontal cables (Horizontal Cross-connect - HC) or backbone cables to backbone cables. TCs that contain backbone cables and pathways from the MC and from another TC are called an Intermediate Cross-connect (IC). From the MC, high pair count backbone cables are fed to every floor's designated TC (IC or HC). Cabling is distributed to each floor through vertical and horizontal backbone cables and pathways located in the center of the building that are usually surrounded by firewalls. Every station location, (phone, fax, data, computer etc., located at each Work Area - WA) is required to have two horizontal cables that run from the WA back to the TC which in turn is fed back to the IC or MC. ANSI/TIA/EIA 568-A telecommunications 12 standards require two drops per WA. This wiring from the TC to the workstation is generally referred to a "star" topology. Therefor each cable drop is a "direct run" from the Work Area to the Telecommunications Closet and its associated Horizontal Cross-connect. This method of wiring and wire management provides for very little cabling system flexibility to accommodate future moves, adds or changes (MAC service orders). The MC services the whole building and is generally located in a common area. The TC is also located in common areas within each floor. The HC could be as far as 295 ft. (90 meters) away from each termination point in the Work Area. For uncatagorized voice wiring, the maximum backbone cable length is 800 meters. This means that a massive amount of wire is required for telecommunication applications. It is not unusual for a high rise building of 40 floors to have 200 - 300 Miles of wiring. The old method of zone cabling, requires very expensive modular furniture for cable distribution within the office environment in order to meet the multitude of industry standards and regulations. In some applications, even modular furniture may not meet industry guidelines. The Company's products are specifically designed to provide cabling solutions. Today the telecommunications industry methods of information conveyance must be able to handle more traffic than ever before. Wire and wire management must be able to provide voice, data, video and low-voltage communications faster, cheaper, cleaner, longer runs, using less space, while at the same time accommodating long term considerations for expensive moves, adds and changes (MAC's). Utilizing old methods of zone cabling, each and every move, add and change for each workstation drop requires that a new "home run" be installed back to the TC-HC. The Zone Cabling Termination Cabinet eliminates that need by placing the telecommunications equipment close to the workstation and in an inconspicuous location. Zone cabling moves, add's and changes are not only expensive but time consuming and inconvenient. Cabling, wire management and telecommunications technology is rapidly evolving. The industry leaders began to address the need for new cabling methods and equipment. These companies, industry associations and individual experts have joined together to create new and revolutionary standards. Companies such as Lucent Technologies, Ortronics, AT&T, Krone, Belden, Siecor, Hubbell, Leviton Telcom, Superior Modular Products and American Access Technologies, Inc., in conjunction with various standards organizations and telecommunications standards committee's, are developing and introducing innovations in wire/cabling design, connections, consolidation, distribution and termination points, providing for telecommunication signals to be transmitted cheaper, faster, longer and clearer utilizing less space. This method of cabling is called "Open Office Architecture'" "Open Office Architecture" or more commonly called "Zone Cabling", is a design allowed by ANSI/TIA/EIA Telecommunications Systems Bulletin 75. The purpose of this design is to horizontally extend the location of the consolidation point closer to the individual Work Areas. These locations of consolidation points are called Zones. 13 ZONE CABLING Zone Cabling is officially defined as an "Interconnection in the horizontal cabling which allows work station drops to be reconfigured frequently without disturbing the horizontal cable run". Zone Cabling is used in open office areas, hotels, convention centers, entertainment and theme parks, hospitals, government buildings, schools, industrial complexes, data centers, banks, and any other area where a flexible cable layout is required to support collaborative work or provide service to an area of high density and common use. Zone Cabling is used to support office areas where reconfiguration of work areas is required due to a high rate of rearrangements and/or reconfigurations (Moves, Adds and Changes are often referred to as Churns). PRODUCT AND PRODUCT DEVELOPMENT The Company determined that it needed to expand in this market place as rapidly as possible. The Company was reorganized and is now named American Access Technologies, Inc. The purpose of the Company is to identify, design, develop, and manufacture new products for any and all telecommunications cabling applications with a specific focus on zone cabling. The Company consulted with many of the leading telecommunications specialists and engineers and all were in agreement. No one had developed a device that met all of the industry standards and could effectively and efficiently be utilized as a zone cabling consolidation/distribution/termination point. However, some sort of device was absolutely required to complete the "Open Office Architecture"/Zone Cabling design. American Access Technologies, Inc. performed the necessary research and verified that no such Zone Cabling Termination Cabinet existed. In fact, such research indicated that no one was even developing such a zone device. The Company has designed a consolidation/distribution/termination point enclosure called Zone Cabling Termination Cabinet, (ZCTC) and currently holds a Utility Patent Pending for such enclosure that may be installed in the ceiling, above the ceiling, on or in the wall or on or in the floor structure. The ceiling ZCTC is uniquely utilized as a consolidation/distribution/termination enclosure that fits into the suspended ceiling the and system. The ZCTC provides easy access to the horizontal cabling backbone, reduces material and installation effort, and minimizes office disruption and down time of systems while at the same time enhances telecommunication security and reduces the floor and wall space requirements for termination apparatus. The floor ZCTC provides the same application solution in a floor installation. The Company believes its ZCTC products are the only enclosures manufactured that can function as a consolidation, distribution, termination pointer multi-user outlet in a zone cabling system and still comply with all industry and government guidelines, standards and regulations. The ZCTC products provides an enclosure that can be utilized for any and all low voltage wiring systems including but not limited to voice, data, video, HVAC, building controls, security, and fire/life/safety wiring systems. The ZCTC was designed to accommodates all manufacturers 14 equipment including Category 3, 4 and 5 Jack Panels, Patch Panels, and Punch Panels as well as fiber optic cables. PRODUCT APPLICATION The ZCTC will reduce the amount of wire needed for home runs from the workstation to the TC-HC. These individual home runs will now run from the Work Area to the ZCTC which is now located closer to the station termination (modular jack). The ZCTC will be located within a controlled work environment which is readily accessible located in the ceiling the grid system. The ZCTC is designed to physically accommodate all of the newly developed "Open Office Architecture" wiring equipment and distribution connections. This enclosure is mounted in a standard 2ft. x 4 ft. ceiling the grid system but is physically attached to the building structure to support the weight of the equipment installed within the enclosure. The equipment access door opens from below the ceiling the for easy maintenance, installations or MAC'S. Specially trained technicians will no longer be required to effectuate MAC'S. The new wiring and distribution equipment is of the modular plug-in type (not one time use) creating less down time, loss of productivity and can be easily re-routed and reused. The initial installation of the ZCTC is approximately the same as the old method of Distribution Cabling. However, the Company believes the short term and long term cost savings are very significant. It estimates that the ZCTC will reduce short term and long term costs by: Fire Stopping-reduced cable penetration resulting in reduced material cost. Cable reuse-Cable can be re-routed for re-use. Labor-Zone Cabling Termination Cabinet allows shorter cable runs for MAC's The Zone Cable Termination Cabinet (ZCTC) provides better utilization of the common area TC's. and provides the building owners more usable space. The ZCTC provides for more efficient utilization of horizontal cables and it significantly reduces the physical mass of cables to be run throughout the building. It also moves the point of connection closer to the Work Area making it easier to effect changes and modifications without disturbing the work force. Ceiling the is attached to the exposed "underside" of the enclosure disguising its appearance thereby providing an degree of concealment and security for the horizontal cable consolidation/distribution/termination point. It offers greater security to the communication system since it is obscured, out of reach and can easily be monitored by closed circuit TV. Breaking down communications into zones is a sensible and cost effective alternative to the conventional methods of cabling a building. The benefits include: Reduced employee disruption, reduced system down times, lower hourly rate for qualified technicians. 15 STANDARDS The standards, regulations and various Industry association guidelines are very specific. The Company believes its Zone Cabling Termination Cabinet (ZCTC) is the only product that meets the standards/requirements of the telecommunications industry Building Industrial Consulting Services International (BICSI), National Electric Code regulations NEC 300-22 B & C, American National Standards Institute/Telephone Industry Association/Electrical Industry Association publication 568 A, as well as the Zone Cabling guidelines as specified in the newly released Telecommunications Systems Bulletin - TSB 75. The Zone Cabling Termination Cabinet (ZCTC) is the only product known to the Company that meets or exceeds these regulations and guidelines and has and Underwriters Laboratories listing of UL 1863. This product is the only product that has been tested by Underwriters Laboratories for this application. Therefore, Underwriters Laboratories has assigned this product to a new category listing. This listing is identified as UL 1863 (Telecommunications Cabinets) under 31RF, and is further identified as a Type 12 rated enclosure for Plenum type installations. The ZCTC is also listed as UL2043. The ZCTC is currently the only enclosure manufactured to these standards. MARKETING The primary focus of marketing efforts is to "PARTNER" with major equipment manufacturers and telecommunications distributors since the Company's products are designed to enhance the sales the manufacturer and distributor. Since the Company's products enable the placement of telecommunications equipment into ZONES and still comply with all of the industry guidelines and building regulations, each of these companies can use the Company's enclosure to sell more of their products. By partnering with the Company each manufacturer and/or distributor has opportunity to gain a larger share of their respective markets. The Company is providing various support programs and materials that enhances its partners marketing plan. The Company has developed several collateral marketing pieces. These collateral material pieces range from one page to an eight page full color product and application brochure. Our printed materials and World Wide Web Site currently serves as our primary marketing tools. All of these marketing/media materials provide Company information, product information, engineering specifications, drawings, application for use, installation instruction, features and benefits tailored to each individual market need. Additionally the World Wide Web Site provides marketing support materials that can be downloaded and printed at individual locations throughout the world. Questions and answers can be transmitted via e-mail feedback capability, query analysis for tracking of inquiries, lead generation for the distributors, distribution of marketing materials to end users not normally addressed by the individual distributors. The largest and most recognized telecommunications training and certification organization (BICSI) is currently using the ZCTC line of products as an integral part of their Zone Cabling Training and Certification course. 16 The Company is participating with its partners in trade shows as a component in their individual booths and hospitality suites. However, the Company will individually participate in three or four trade shows per year. Two of the shows are focused around standards, training and certifications. The remaining two shows are industry product shows. The Company attended SUPERCOMM 97 that was held in New Orleans in June 1997. The Company believes that certain of its partner relationships were as a result of its show presence. The end users of the Company's products contract with specialized, BICSI Certified Registered Communications Distribution Designers (RCDD), qualified engineers and contracting firms. These specialist design, specify, purchase and install cabling of all types, switches and all other telecommunications equipment as required by the end user. All product purchases are made through authorized distributors with the exception of certain companies who can purchase extremely large quantities as a private label type product. The market potential for the Zone Cabling Termination Cabinet is believed to be large and can be generally classified within two categories- "New Installation" and "Refurbishment of Existing Facilities". DISTRIBUTION AND SALES American Access Technologies has entered into a national distribution contract with ANIXTER Internationals, Inc. Anixter International Inc. (NYSE: AXE), 1996 revenues $2.5 billion. Anixter International is a leading value-added provider of integrated cabling and networking solutions that support business information and network infrastructure requirements. Anixter teams with customers to implement these solutions by combining a variety of customized pre- and post-sale services, products from the world's leading manufacturers, and superior logistics management through a global network of 37 countries with 205 domestic operating locations. Anixter International also owns approximately 19 percent of ANTEC (NASDAQ: ANTC). American Access Technologies has negotiated distribution agreements with the following Regional distributors: CED-American Electric, Inc. (Data Voice) Founded over 100 years ago as a private Company and has grown to over 400 locations spread over 48 states and Canada. CED gross revenues in 1996 exceed $500 million and they employee over 3,500 people in their service area. They stock over 25,000 separate inventory items with well in excess of 1 million warehousing facilities. State Electric Supply 17 State Electric was founded in 1954 in Dunbar, West Virginia, as a private Company and has grown to over 22 locations spread over seven states. State Electric Supply gross revenues in 1996 of over $125 million, and employees over 500 people in their service area. Core Data Comm, a Regional Distributor specializing in telecommunications. American Access Technologies, Inc., is currently negotiating with several National Distributors. There can be no assurance of any additional distribution agreements. COMPETITION The market for telecommunications products is highly competitive and subject to rapid technological change, regulatory developments and emerging industry standards. The Company believes that the principal competitive factors in its markets are conformance to standards, reliability, safety, product features, price, performance and quality of customer support. There can be no assurance that the Company will compete successfully in the future with respect to these or other factors. MANUFACTURING The Company has developed all of its products utilizing computer assisted design drawings (CADD). Master copies of its products are safeguarded at the home office and certain copies are available to outsource firms. At present, the Company outsources it's product prototyping, production, manufacturing, assembly and packaging to Omega Metals, Inc., located in Keystone Heights, Florida. As a contract manufacturer, Omega Metals specializes in providing complete manufacturing and assembly services. As part of their complete services package, Omega Metals provides manufacturing as well as consulting services, product prototype development plus short and/or long run manufacturing for the products designed by the Company. After product prototypes are reviewed, modified and accepted by the Company, Omega Metals manufactures the products, provides complete product assembly, performs manufacturing quality assurance, packages the products and ships as specified by the Company. Employing the most current computer controlled equipment on the market, they have a manufacturing capacity of approximately five (5,000) thousand units per month and have additional space for expansion as the need arises. Their manufacturing capability is not limited to only precision metal fabrication as they also provide on site state of the art high-tech surface coatings such as Iridizing, Powder Coating, Silk Screening and specialized production painting. The Company does not have a long-term supply contract with Omega Metals, Inc. However, the Company believes that other companies are qualified to manufacture its products if Omega Metals, Inc. is terminated as a supplier for any reason. 18 FUTURE PRODUCT DEVELOPMENT As the Company identified the specific product needs of the telecommunications industry they developed products to address these needs. Products designed to date have been accepted by the major Standards and Code Authorities throughout the United States. The products assist equipment manufacturers in marketing their own products. The Company's first design was a low-voltage Zone Cabling Termination Cabinet which mounts within the ceiling the grid system. The Company developed accessory equipment to permit cable penetrations and maintain fire rating. The second phase was to develop a cabinet that serves as a termination, distribution and/or consolidation point within a raised floor data center. This unit has been developed with a prototype. It is estimated that this unit will be in production within the next six months. The third phase includes a high-voltage termination cabinet that mounts into the ceiling the grid system to house active electronics, including computer hubs, routers and switches. This unit will accommodate Fiber Optics as well as conventional copper wiring. We anticipate that this unit will be U.L. listed and into production within the next six months. There can be no assurance that any new products will be successfully developed or marketed. INTELLECTUAL PROPERTY The Company has filed with the United States Department of Commerce, Patent and Trademark Office application for patent, pending No. 08785006, for Zone Cabling Termination Cabinet and Communications Cable Interconnection Apparatus and Associated Method for an Open Office Architecture. The patent application contains approximately 67 various claims associated with zone cabling techniques. The Company is preparing a formal filing under the Patent Cooperation Treaty for European filing and will have foreign applications filed before January 1998. There can be no assurance that any patents will be granted on the Company's products or, if granted, that they will provide meaningful protection against competing products which may be introduced. See "Litigation." GOVERNMENT REGULATION - INDUSTRY STANDARDS The markets for the Company's products are characterized by the need to meet governmental and industry standards. In the U.S., the Company's products must comply with various regulations established by the Federal Communications Commission and Underwriters Laboratories, as well as 19 standards established by Bell Communications research and local building codes. The ZCTC has been approved by Underwriters Laboratories for low voltage communications and meets or exceeds the national electrical code requirements when used with appropriate fire foam kits in association with cable access penetration models The Company maintains membership in trade organizations such as the Telecommunications Industry Association, International Association of Electrical Inspectors and Building Industrial Consulting Services International. EMPLOYEES As of December 3, 1997 substantially all of the activities of the Company are undertaken by its three officers, who are engaged pursuant to Executive Management Agreements, and two commission sales representatives. See "Executive Compensation - Executive Management Agreements". LITIGATION The Company is defendant in a suit filed in January 1998 in the 18th Judicial Circuit Court of Florida by Steve R. Jones who was the Company's President from April 1997 to August 1997. Mr. Jones seeks rescission of a consulting agreement he signed with the Company in August 1997, a declaration that certain provisions of such agreement relating to non-competition, trade secrets, non-disclosure and conflict of interest are no longer applicable to Mr. Jones, damages for failure of the Company to make consulting payments of $7,500 per quarter to Mr. Jones and the present value of his stock options which he agreed to surrender to the Company (200,000 options at $8.00 per share) and the value of 200,000 shares of the Company's common stock which he surrendered pursuant to the consulting agreement. The Company believes it was justified in not paying Mr. Jones' consulting fees due to Mr. Jones' failure to perform the consulting services assigned to him. Mr. Jones, through his attorney, has also indicated that Mr. Jones is the inventor, or a co-inventor, of the Company's Zone Calling Termination Cabinet. The Company does not believe that Mr. Jones is the inventor or a co-inventor of such product and such issue is not included in the litigation with Mr. Jones. If it were determined that Mr. Jones was the inventor or co-inventor of the Company's product, such fact could cause the invalidity of any patent issued to the Company on such product. FACILITIES The Company's executive offices in Altamonte Springs, Florida comprise 3,000 square feet and are leased on a 3 year lease expiring December 31, 1999 at a rent of $3,133 per month. MANAGEMENT The directors and executive officers of the Company are as follows: Name Age Position ----------------- ---- --------- Victor E. Murray 73 President, Director Richard A. Murray 43 Vice President, Director Bobby E. Story 56 Secretary, Treasurer, Director John W. Cooney 62 Director Victor D. Phillips 55 Director VICTOR E. MURRAY, President and Director, has a 30 year track record of success in the Electrical Engineering field with experience in distribution, manufacturing and marketing. He has worked with companies such as Florida Electrical Supply, Graybar Electric, James & Associates and Ralston, Lowe, Inc. The clients he has served range from engineers and contractors to power companies and municipalities. Employment history for the past five (5) years is: 20 October 1996 to February 1997 and August 1997 to Present: President - American Access Technologies, Inc. January 1, 1995 to October 1996: President - Vic Murray & Associates, Inc. April 1977 to December 31, 1994: Vic Murray & Associates, Inc. Manufacturer's Representative RICHARD A. MURRAY, Vice President-Sales and Director, has over 15 years experience in the electrical field specializing in such area as Ozone Generation, electrical switching and telecommunications. He has over 2 years high level military training in sensitive electrical technologies. Mr. Murray was Vice President of Sales for COOL WAY. Employment history for the past five (5) years is: October 1996 to Present: Vice President - American Access Technologies, Inc. January 1, 1995 to October 1996: Vice President - Vic Murray & Associates, Inc. April 1977 to December 31, 1994: Vic Murray - associates - associate, manufacturer's representative specializing in the telecommunications supplies, wiring, and equipment. BOBBY E. STORY, Secretary/Treasurer, CFO and Director, has been a former practicing CPA and real estate developer during the past 30 years. He worked for Arthur Young & Company CPA (now Ernst & Young, LLP), Treasurer for Condey Corporation an international developer located in Winter Park, Florida, and directed the real estate operations in Florida for Drexel Burnham Lambert & Company. He functions as the Chief Financial Officer for the corporation. Employment history for the past five (5) years is: October 1996 to Present: Sec/Treasury, CFO - American Access Technologies, Inc. August 1996 to October 1996: Financial Advisor - Self employed. March 1996 to August 1996: George S. May Co. Project Manager April 1987 to March 1996: NACEX, Inc. Controller, Vice President Finance JOHN W. COONEY, Director, is a certified public accountant. He was Senior Tax Partner at Coopers Lybrand, LLP, until he retired in 1986. He has practiced as a tax and financial consultant since then. Employment history for the past five (5) years is: January 1987 to Present: Operates J. W. Cooney, CPA as a sole proprietorship. VICTOR D. PHILLIPS, Director, is a member of the Company's Active Advisory and Consulting Board. He has been in the telecommunications industry for over 30 years, certified as 21 a Registered Communications Distribution Designer, teaches as a certified BICSI instructor, past National President of BICSI and is currently President of Information Transport Systems Designers International which provides consulting, design, inspection and project management services. Mr. Phillips is a member of the International Association of Electrical Inspectors and is a communications inspector and member of the Florence County Board of Appeals in Florence, South Carolina. Employment history for the past five years is: August 1991 to Present: President of Information Transport Systems Designers. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth the total compensation paid to the Company's chief executive officer for the last three completed fiscal years. No executive officer of the Company received compensation of $100,000 or more during any such year. Name and Other Annual Principal Position Year Total Income Bonus Compensation ------------------ ---- ------------ ----- ------------ Victor E. Murray, President 1995* $51,576 -0- -0- 1996* $25,501 -0- -0- 1997 $60,000 *paid by Vic Murray and Associates, Inc. DIRECTOR COMPENSATION At present, director fees are paid to Victor D. Phillips at the rate of $250 per meeting plus travel and lodging expenses. No other fees are paid for director services. EXECUTIVE MANAGEMENT AGREEMENTS On October 21, 1996 three officers of the Company have entered into management agreements with the Company. The individuals and their titles are as follows: Victor E. Murray President Bobby E. Story Chief Financial Officer Richard A. Murray Vice President Their combined responsibilities are to organize policies and procedures for business operations, secure short and long term financing, develop products and/or services, develop market and sell products and/services, provide (legal, accounting and industry specific) services to properly organize and profitably operate the Company. 22 Each officer is authorized a management fee of $5,000.00 per month however, each will be paid $693.00 per week. The unpaid balance due each officer will accrue. Accrued compensation will be paid as directed by the board of directors but shall be paid on or before December 31, 1998. State or federal taxes on compensation paid are the sole responsibility of each officer individually. The term of the agreements are on a month to month basis and may be terminated by either party by giving notice of at least 30 days prior to anticipated termination. INDEMNIFICATION FLORIDA BUSINESS CORPORATION ACT Subsection (1) of Section 607.0850 of the Florida Business Corporation Act ("BCA") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (2) of Section 607.0850 of the BCA empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine that despite the adjudication of liability, but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. BCA Section 607.0850 further provides that indemnification provided for by Section 607.0850 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and empowers the corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in the capacities set forth above, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 607.0850. ARTICLES OF INCORPORATION Article 4 of the Company's Articles of Incorporation provides that the Company shall indemnify those persons entitled to be indemnified, to the fullest extent permitted by law. SECURITIES AND EXCHANGE COMMISSION POLICY Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers or persons controlling the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Victor E. Murray, President, is the father of Richard A. Murray, Vice President of the Company. They co-invented the primary product of the Company, the Zone Cabling Termination Cabinet and subsequently assigned all rights to the patent to the Company. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth, as of December 5, 1997, the beneficial ownership of the Company's Common Stock by (i) the only persons who own of record or are known to own, beneficially, more than 5% of the Company's Common Stock; (ii) each director and executive officer of the Company; and (iii) all directors and officers as a group. Percent of Number of Outstanding Name Shares Common Stock(1) Victor E. Murray 400,000 13.47% Richard A. Murray 400,000 13.47% Bobby E. Story 390,000 13.13% Steven K. Robinson 200,000 6.73% Steve R. Jones 200,000 6.73% John W. Cooney 50,000 1.68% Victor D. Phillips -0- -0- Bridge Bank Ltd. 800,000 26.94% Cede & Co. 186,947 6.29% 23 Officers and Directors as a group (5 persons) 1,240,000 41.75% (1) Based upon 2,970,000 shares outstanding Does not include warrants to purchase Common Stock at $8.00 per share as follows: Victor E. Murray - 70,000 shares; Richard A. Murray - 70,000 shares; Steven K. Robinson - 70,000 shares; Bobby E. Story - 70,000 shares; and Capital International Securities Group, Inc. - 350,000 shares. DESCRIPTION OF SECURITIES COMMON STOCK The Company is authorized to issue 10,000,000 shares of Common Stock with $.001 par value. The holders of the Common Stock are entitled to one vote per each share held and have the sole right and power to vote on all matters on which a vote of stockholders is taken. Voting rights are non-cumulative. The holders of shares of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to stockholders. The Company anticipates that any earnings will be retained for use in its business for the foreseeable future. Upon liquidation, dissolution, or winding up of the Company, the holders of the Common Stock are entitled to receive the net assets held by the Company after distributions to the creditors. The holders of Common Stock do not have any preemptive right to subscribe for or purchase any shares of any class of stock. The outstanding shares of Common Stock and the shares offered hereby will not be subject to further call or redemption and will be fully paid and non-assessable STOCK PURCHASE WARRANTS Each Stock Purchase Warrant will entitle the registered holder to purchase one share of the Company's Common Stock for $8.00. The exercise prices of the Warrants and the number of shares issuable upon exercise of such Warrants will be subject to adjustment to protect against dilution in the event of stock dividends, stock splits, combinations, subdivisions and reclassification. Warrants may be exercised by payment of the exercise price in United States funds by cash or certified or bank check. No fractional shares of Common Stock will be issued in connection with the exercise of Warrants. Warrants may not be exercised unless a registration statement pursuant to the Securities Act, as amended, covering the underlying shares of Common Stock is current and such shares have been qualified, or there is an exemption from qualification requirements under the securities laws of the state of residence of the holder of the Warrants. In the event that there is no such registration statement or exemption from registration, the holder will not be able to exercise the Warrants. 24 Unless extended by the Company at its discretion, the Warrants will expire at 3:00 p.m. Eastern time on February 11, 2000. In the event a holder of Warrants fails to exercise the Warrants prior to their expiration, the Warrants will expire and the holder thereof will have no further rights with respect to the Warrants. The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (by certified check or bank draft payable to the Company) to the warrant agent for the number of Warrants being exercised. The Warrant Holders do not have the rights or privileges of holders of Common Stock. No Warrant will be exercisable unless at the time of exercise the Company has filed a current registration statement with the Commission covering the shares of Common Stock issuable upon exercise of such Warrant and such shares have been registered or qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the holder of such Warrant. While it is the Company's intention to do so, there can be no assurance that it will be able to do so. PLAN OF DISTRIBUTION/ SELLING SECURITY HOLDERS PLAN OF DISTRIBUTION The Warrants and/or shares offered hereby may be sold from time to time directly by the Selling Security Holders. Alternatively, the Selling Security Holders may from time to time offer such securities through underwriters, dealers or agents. The distribution of securities by the Selling Security Holders may be effected in one or more transactions that may take place on the over-the-counter market, including ordinary broker's transactions, privately-negotiated transactions or through sales to one or more broker-dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Security Holders in connection with such sales of securities. The securities offered by the selling Security Holders may be sold by one or more of the following methods, without limitations: (a) a block trade in which a broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers, and (d) face-to-face transactions between sellers and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the Selling Security Holders may arrange for other brokers or dealers to participate. The Selling Security Holders and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Act with respect to the securities offered, and any profits realized or commissions received may be deemed underwriting compensation. At the time a particular offer of securities is made by or on behalf of a Selling Security Holder, to the extent required, a Prospectus will be distributed which will set forth the number of securities being offered and the terms of the Offering, including the name or names of any underwriters, dealers or agents, if any, the purchase price paid by any underwriter for sales purchased from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to dealers and the proposed selling price to the public. The following security holders may offer Warrants and/or shares of Common Stock issuable upon exercise of such Warrants: Number of Warrants or Shares Number of Which may Warrants be Offered and Shares Number of Pursuant to be Owned Warrants to this After the Name and Company Affiliation Owned Prospectus Offering* ---------------------------- ----- ---------- --------- Capital International Securities Group, Inc. 350,000 350,000 -0- Bobby E. Story, Secretary, Treasurer, Director 70,000 70,000 390,000 Victor E, Murray, President 70,000 70,000 400,000 Richard A, Murray, Vice President, Director 70,000 70,000 400,000 Steven K. Robinson 70,000 70,000 200,000 25 The following security holder may offer shares of Common Stock: Number Of Shares Which may be Number of Offered Shares Number of Pursuant to be Owned Shares to this After the Name Owned Prospectus Offerings ---- ----- ---------- --------- Steven R. Jones 200,000 200,000 -0- Steven K. Robinson 200,000 200,000 -0- *Assuming all Warrants and/or Shares are sold. LEGAL MATTERS The validity of the securities offered hereby is being passed upon for the Company by Joel Bernstein, 9701 Biscayne Boulevard, Miami, Florida. EXPERTS The financial statements appearing in this Prospectus and Registration Statement have been audited by Rachlin Cohen & Holtz, CPA's, independent certified public accountants, as set forth in their report thereon appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. ADDITIONAL INFORMATION The Company has filed with the Securities and Exchange Commission a Registration Statement on Form SB-2 under the Securities Act with respect to the securities offered hereby. This Prospectus, filed as a part of the Registration Statement, does not contain certain information set forth in or annexed as exhibits to the Registration Statement, and reference is made to such exhibits to the Registration Statement for the complete text thereof. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement and to the exhibits filed as part thereof, which may be inspected and copied at the public reference facilities of the Commission in Washington, D.C., and at the Commission's regional offices at 500 West Madison Street, Chicago, IL 60604; 7 World Trade Center, New York, NY 10048; and 5757 Wilshire Boulevard, Los Angeles, CA 90034; and copies of such material can be obtained from the Public Reference Section of the Commission, 450 5th Street, N.W., Washington, DC 20549, at prescribed rates and are available on the World Wide Web at: http://www.sec.gov. 26 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) TABLE OF CONTENTS PAGE ---- REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-1 CONSOLIDATED FINANCIAL STATEMENTS Balance Sheet F-2 Statements of Operations F-3 Statements of Stockholders' Equity (Deficiency) F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 - F-14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders American Access Technologies, Inc. We have audited the accompanying consolidated balance sheet of American Access Technologies, Inc. and Subsidiary (a development stage company) as of December 31, 1997, and the related consolidated statements of operations, stockholders' equity (deficiency) and cash flows for each of the two years in the period then ended and cumulative from inception. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Access Technologies, Inc. and Subsidiary as of December 31, 1997, and the results of their operations and their cash flows for each of the two years in the period then ended and cumulative from inception in conformity with generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 2 to the consolidated financial statements, the Company is in the development stage and has incurred net losses in 1997 and 1996 and reflects a deficit accumulated during the development stage as of December 31, 1997. This condition raises substantial doubt as to the ability of the Company to continue as a going concern. Management's plans with regard to this matter are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. RACHLIN COHEN & HOLTZ Miami, Florida March 25, 1998 F-1 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 ASSETS Current Assets: Cash and cash equivalents $ 442,555 Accounts receivable 11,436 Inventory 21,586 Prepaid expenses 3,547 --------- Total current assets 479,124 --------- Property and Equipment 35,277 --------- Other Assets: Patent costs 22,583 Other assets 3,598 --------- Total other assets 26,181 --------- Total assets $ 540,582 ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses: Management and consulting fees, interest and reimbursements due to officers/directors/stockholders $ 83,120 Other 17,705 --------- Total current liabilities 100,825 --------- Commitments, Contingencies and Other Matters -- Stockholders' Equity: Preferred stock, $.001 par value; authorized -- 1,000,000 shares; none issued Common stock, $.001 par value; authorized 10,000,000 shares; issued and outstanding 2,970,000 shares 2,970 Additional paid-in capital 929,490 Deficit accumulated during the development stage (492,703) --------- Total stockholders' equity 439,757 --------- Total liabilities and stockholders' equity $ 540,582 ========= See notes to consolidated financial statements. F-2 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, Cumulative ------------------------- from 1997 1996 Inception --------- --------- --------- Revenues $ 231,622 $ -- $ 231,622 --------- --------- --------- Costs and Expenses: Direct costs 65,480 -- 65,480 Management and consulting fees, officers/directors/stockholders 285,384 46,154 331,538 Product development 11,072 6,601 17,673 Marketing and promotion 38,821 -- 38,821 General and administrative 258,888 12,301 271,189 --------- --------- --------- 659,645 65,056 724,701 --------- --------- --------- Loss before Other Income (Expense) (428,023) (65,056) (493,079) --------- --------- --------- Other Income (Expense): Interest Income 3,992 -- 3,992 Interest Expense (2,424) (1,192) (3,616) --------- --------- --------- 1,568 (1,192) 376 --------- --------- --------- Loss from Continuing Operations (426,455) (66,248) (492,703) Income from Discontinued Operations -- 4,606 4,606 --------- --------- --------- Net Loss $(426,455) $ (61,642) $(488,097) ========= ========= ========= Net Loss Per Common Share $ (0.14) $ (0.02) ========= ========= See notes to consolidated financial statements. F-3 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) Deficit Accumulated Common Stock Additional During the ------------------------ Paid-In Development Shares Amount Capital Stage Total ---------- ------- ---------- ----------- --------- Year Ended December 31, 1995: Issuance of common stock for cash ($.001 per share) 2,800,000 $ 2,800 $ -- $ -- $ 2,800 Net income -- -- -- 15,137 15,137 Stockholder distribution -- -- -- (15,137) (15,137) ---------- ------- -------- --------- --------- Balance, December 31, 1995 2,800,000 2,800 -- -- 2,800 Year Ended December 31, 1996: Contributed capital -- -- 7,083 -- 7,083 Net loss -- -- -- (61,642) (61,642) Stockholder distribution -- -- -- (4,606) (4,606) ---------- ------- -------- --------- --------- Balance, December 31, 1996 2,800,000 2,800 7,083 (66,248) (56,365) Year Ended December 31, 1997: Issuance of common stock to director for consulting services ($1.50 per share) 50,000 50 74,950 -- 75,000 Sale of common stock in private placement ($1.50 per share), net of related costs 400,000 400 487,577 -- 487,977 Exercise of placement agent warrants ($3.00 per share) 120,000 120 359,880 -- 360,000 Retirement of common stock issued to officers (400,000) (400) -- -- (400) Net loss -- -- -- (426,455) (426,455) ---------- ------- -------- --------- --------- Balance, December 31, 1997 2,970,000 $ 2,970 $929,490 $(492,703) $ 439,757 ========== ======= ======== ========= ========= See notes to financial statements. F-4 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, Cumulative ------------------------- from 1997 1996 Inception --------- --------- --------- Cash Flows from Operating Activities: Net loss $(426,455) $ (61,642) $(488,097) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 6,626 -- 6,626 Common stock issued for services 75,000 -- 75,000 Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable (11,436) -- (11,436) Inventory (21,586) -- (21,586) Prepaid expenses (673) (2,874) (3,547) Other assets 4,540 (8,138) (3,598) Increase in accounts payable and accrued expenses 49,079 51,638 100,717 --------- --------- --------- Net cash used in operating activities (324,905) (21,016) (345,921) --------- --------- --------- Cash Flows from Investing Activities: (Increase) decrease in note receivable 5,000 (5,000) -- Expenditures for development of patent (14,500) -- (14,500) Acquisition of property and equipment (33,676) (8,227) (41,903) --------- --------- --------- Net cash used in investing activities (43,176) (13,227) (56,403) --------- --------- --------- Cash Flows from Financing Activities: Proceeds from (repayment of) note payable (100,000) 100,000 -- Proceeds from sale of common stock and exercise of warrants 847,977 -- 847,977 Proceeds from issuance of common stock to founding stockholders 2,300 500 2,800 Repayment of loan payable, stockholder (1,000) -- (1,000) Distribution to stockholder -- (4,606) (4,606) Other (400) -- (400) --------- --------- --------- Net cash provided by financing activities 748,877 95,894 844,771 --------- --------- --------- Net Increase in Cash and Cash Equivalents 380,796 61,651 442,447 Cash and Cash Equivalents, Beginning 61,759 108 108 --------- --------- --------- Cash and Cash Equivalents, Ending $ 442,555 $ 61,759 $ 442,555 ========= ========= ========= Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 1,082 $ 2,424 ========= ========= Non-cash investing and financing activities: Investment in subsidiary by means of payable to stockholder $ 1,000 ========= Issuance of common stock for receivable $ 900 ========= Patent contributed to Company by certain stockholders $ 7,083 ========= See notes to consolidated financial statements. F-5 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997 AND 1996 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND CAPITALIZATION American Access Technologies, Inc. ("the Company") was incorporated on October 21, 1996, under the laws of the State of Florida. The Company's Certificate of Incorporation, as amended on November 25, 1996, authorizes the Company to issue and have outstanding at any one time 10,000,000 shares of common stock, par value $.001 per share and 1,000,000 shares of preferred stock, par value $.001 per share. The Company was organized to acquire all of the voting common stock of Vic Murray & Associates, Inc. ("VMA"). VMA was incorporated on December 19, 1994, under the laws of the State of Florida. On October 21, 1996, the Company acquired all of the common stock of VMA. Certain stockholders of the Company are related to the stockholder of VMA. This transaction has been accounted for as a reorganization of entities under common control, and, accordingly, the acquisition has been accounted for in a manner similar to the pooling of interests method. Retroactive effect has been given to this acquisition in the accompanying consolidated financial statements. In October 1996 and December 1996, the Company issued an aggregate of 1,400,000 shares of common stock to the founding stockholders of the Company for the par value thereof. On February 11, 1997, the Board of Directors declared a stock dividend in the amount of one share for each share of common stock then outstanding, with each stockholder to pay the Company the par value thereof. As a result of this stock dividend, the previously issued and outstanding 1,400,000 shares of common stock became 2,800,000 shares of common stock, with the total consideration of $2,800 (par value) having been paid therefor. Retroactive effect has been given to this stock split in the accompanying consolidated financial statements, and all references to the number of shares of common stock gives effect to the stock split effected on February 11, 1997. BUSINESS American Access Technologies, Inc. develops specialized products for the telecommunications industry. The Company recently introduced its first proprietary product, a Zone Cabling Termination Cabinet (the "Product") which it plans to manufacture and distribute to the telecommunications industry. The Product is a device that is used in voice, computer and data transmission systems throughout the world. PRINCIPLES OF CONSOLIDATION These accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated. F-6 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. REVENUE RECOGNITION The Company recognizes revenue from product sales at the time the product is shipped to the customer. The Company does not generally grant return privileges to customers. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash balances at financial institutions that, from time to time, exceed federally insured limits. The Company believes that such risks are minimized as a result of the size and stature of the financial institution in which the Company maintains its account. DEVELOPMENT STAGE ENTERPRISE As noted above, the Company was incorporated on October 21, 1996. To date, the Company has been principally engaged in organizational activities, the promotion of its product and raising capital. Planned operations, as described above, have commenced but revenue generated to date is not considered significant in relation to the Company's business plan. Accordingly, the Company is considered to be in the development stage, and the accompanying consolidated financial statements represent those of a development stage enterprise. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments, including short-term securities, with an original maturity of three months or less to be cash equivalents. Short-term securities (generally commercial paper maturing in approximately 30 days) are stated at cost plus accrued income, which approximates market value. INVENTORY Inventory, which is primarily composed of parts, supplies and certain product components, is stated at the lower of cost or market, with cost determined using an average cost method. The Company does not generally carry finished goods inventory. F-7 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed on the straight-line method at rates based on the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not extend the life of the respective assets are charged to expense currently. PATENT The Company has capitalized certain incremental costs incurred related to acquiring a patent on the Company's product. This patent was pending at December 31, 1997; therefore, amortization of the patent has not commenced. PRODUCT DEVELOPMENT COSTS Costs in connection with the development of the Company's product are comprised of design, production, consulting and other related professional fees. These costs have been charged to expense as incurred. NET LOSS PER COMMON SHARE In 1997, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share" which requires the presentation of both basic and diluted earnings (loss) per share. Basic net loss per common share has been computed based upon the weighted average number of shares of common stock outstanding during the periods. The shares of common stock issued in connection with the stock split effected in February 1997, have been considered outstanding for all periods. In addition, the shares of common stock issued to a director in February 1997, prior to an initial registration of the Company's common stock and at a price below the offering price at that time (see Note 7) have been treated as outstanding during the entire period, pursuant to the Securities and Exchange Commission Staff Accounting Bulletins. The number of shares used in the computation were 3,083,000 and 2,850,000 for 1997 and 1996, respectively. Diluted net loss per common share, assuming exercising of the warrants granted, is not presented as the effect of conversion is anti-dilutive. NOTE 2. BASIS OF PRESENTATION As described above, the Company was incorporated on October 21, 1996, and since that time has been primarily involved in organizational activities, developing a strategic plan for the marketing and distribution of its product and raising capital. Planned operations have commenced, but little revenue has been generated to date. Accordingly, the Company is considered to be in the development stage and the accompanying consolidated financial statements represent those of a development stage enterprise. F-8 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 2. BASIS OF PRESENTATION (Continued) The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles, which assume the continuity of the Company as a going concern. However, as discussed above, the Company is in the development stage and, therefore has generated little revenue to date. As reflected in the accompanying consolidated financial statements, the Company has incurred net losses of $426,455 in 1997 and $61,642 in 1996, and reflects a deficit accumulated during the development stage of $492,703 as of December 31, 1997. This condition raises substantial doubt as to the ability of the Company to continue as a going concern. Management's plans with regard to this matter include the adoption of a business plan intended to define the Company's strategy for growth and raising additional capital in order to increase revenues sufficient to cover costs and expenses and generate positive cash flows. The Company will distribute its product in the industrial and commercial markets through manufacturer's representatives and distributors. During the next twelve months, the Company anticipates that it will have various contracts in place with major telecommunications companies throughout the majority of the United States (see Note 12). The eventual outcome of the success of management's plans cannot be ascertained with any degree of certainty. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3. CASH AND CASH EQUIVALENTS Cash $ 42,555 Short-term securities 400,000 -------- $442,555 ======== NOTE 4. PROPERTY AND EQUIPMENT Estimated Useful Lives (Years) ---------------------- Office furniture and equipment 3-5 $41,903 Less accumulated depreciation 6,626 ------- $35,277 ======= NOTE 5. INCOME TAXES The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". SFAS No. 109 requires the recognition of deferred tax liabilities and assets for temporary differences, operating loss carryforwards, and tax credit carryforwards existing at December 31, 1997. An effective tax rate of 34% was used to calculate the deferred income taxes. F-9 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 5. INCOME TAXES (Continued) A temporary difference is a difference between the tax basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future years when the asset is recovered or the liability is settled. Deferred taxes represent the future tax return consequences of these differences. As of December 31, 1997, the Company had net operating loss carryforwards for federal income tax reporting purposes amounting to approximately $488,000, which expire in varying amounts to the year 2012. The Company has not recognized any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements in accordance with the provisions of SFAS No. 109 as the realization of this deferred tax benefit is not considered more likely than not. A 100% valuation allowance has been recognized to offset the entire effect of the Company's net deferred tax asset. The Company's net deferred tax asset position is composed primarily of the Company's tax loss carryforwards. The components of the deferred tax asset were as follows: Deferred tax asset $ 166,000 Less valuation allowance (166,000) --------- Net deferred tax asset $ -- ========= In accordance with certain provisions of the Tax Reform Act of 1986, a change in ownership of greater than 50% of a corporation within a three year period will place an annual limitation on the corporation's ability to utilize its existing tax benefit carryforwards. The Company's utilization of its tax benefit carryforwards may be restricted in the event of possible future changes in the ownership of the Company from the exercise of warrants or other future issuances of common stock. NOTE 6. PREFERRED STOCK The Company is authorized to issue 1,000,000 shares of preferred stock, par value $.001. The Board of Directors of the Company has the authority, without further action by stockholders, to issue the preferred stock in one or more series, and to fix for any series the dividend rate, redemption price, liquidation or dissolution preferences, conversion rights, voting rights and other preferences and privileges. As of December 31, 1997, the Company has not designated any series of preferred stock and no shares of preferred stock have been issued or are outstanding. F-10 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 7. COMMON STOCK PRIVATE PLACEMENT OF SECURITIES During the period from February to April 1997, the Company raised additional capital through a private placement offering of its securities. The private placement offering consisted of a maximum of 100,000 units, each unit consisting of four shares of common stock being offered by the Company on a "best efforts" basis at a price of $6.00 per unit through a Placement Agent. Upon sale of the units, the Company would receive gross proceeds of $600,000, before payment of commissions and other offering costs. The Placement Agent received a stipulated commission of 10% of funds received from the offering and certain expense allowance and administrative fee of 3% and 2% of the funds received from the offering, respectively, and was issued warrants to purchase 120,000 shares of common stock at $3 per share. The sale of these units resulted in the issuance of 400,000 shares of common stock for net proceeds totaling $487,977. Additionally, in September and October 1997, the Company issued 120,000 shares of common stock resulting from the exercise of the Placement Agent warrants at $3.00 per share. ISSUANCE OF COMMON STOCK TO DIRECTOR FOR SERVICES In February 1997, the Board of Directors authorized the issuance of 50,000 shares of common stock to a newly elected director, with payment of par value thereof. These shares have been recorded in the accompanying consolidated financial statements at their estimated fair value of $1.50 per share, as measured by the offering price of the Company's common stock in the 1997 private placement of securities which took place at or about that time (see above). Inasmuch as these shares were issued to the director, the estimated fair value of these shares ($75,000) has been charged to expense in 1997 and included in management and consulting fees, officers/directors/stockholder. RESIGNATION OF OFFICERS AND RETIREMENT OF COMMON STOCK AND WARRANTS In August 1997, the consulting agreement between an officer and the Company was modified (see Note 8). The modified agreement stipulated that the officer return 200,000 shares of common stock which was originally sold to the officer for $.001 per share. The Company also canceled 70,000 warrants at $8.00 per share which were held by the officer. In December 1997, the Company dismissed the services of the officer (see Note 9). On December 9, 1997, the Company executed a management termination agreement with another officer. Under the terms of the agreement, the officer returned 200,000 shares of common stock. The common stock was originally sold to the officer for $.001 per share. The officer has agreed to abide by certain terms regarding non-disclosure of information and trade secrets which are effective for two years subsequent to the date of the agreement. F-11 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 7. COMMON STOCK (Continued) WARRANTS On February 11, 1997, the Board of Directors authorized the issuance of 700,000 warrants to purchase one share common stock per warrant at an exercise price of $8.00 per share expiring on February 11, 2000. In August 1997, warrants to purchase 70,000 shares were cancelled in connection with the resignation of an officer/stockholder (see above), resulting in remaining warrants to purchase a total of 630,000 shares of common stock outstanding at December 31, 1997. NOTE 8. RELATED PARTY TRANSACTIONS NOTE PAYABLE - BRIDGE BANK, LTD. In December 1996, the Company arranged a $100,000 note payable to Bridge Bank, Ltd., considered one of the founding stockholders of the Company. The obligation was repaid in February 1997, from the net proceeds of the 1997 private placement of securities (see Note 7). The note provided for interest at 15%; interest expense on the note amounted to approximately $2,400 in 1997 and $1,200 in 1996. MANAGEMENT AGREEMENTS The Company entered into management agreements with four stockholders dated October 21, 1996, on a month-to-month basis not to exceed eighteen months. The agreements provide for compensation of $60,000 per year per stockholder. On December 9, 1997, one of the agreements was terminated through a management termination agreement (see Note 7). CONSULTING AGREEMENT The Company entered into a consulting agreement with one of its stockholders dated October 21, 1996, on a month-to-month basis. The agreement provides for compensation of $60,000 per year. This agreement was modified on August 28, 1997, reducing the compensation base to $30,000. In addition, the modified agreement stipulated the return of 200,000 shares of common stock and cancellation of 70,000 stock purchase warrants. NOTE 9. COMMITMENTS AND CONTINGENCIES LEASE COMMITMENTS The Company leases its administrative facilities under an operating lease, which expires in 1999. Future minimum rentals due under the lease are approximately as follows for the years ending December 31: 1998 $37,600 1999 37,600 ------- $75,200 ======= Rent charged to operations amounted to approximately $35,000 in 1997 and $6,000 in 1996. F-12 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 9. COMMITMENTS AND CONTINGENCIES (Continued) PENDING LITIGATION The Company is involved in litigation with a former officer/stockholder of the Company in connection with a modified consulting agreement with the Company (see Note 7) whereby he surrendered 200,000 shares of common stock and cancelled 70,000 stock warrants previously held. The former officer is currently seeking a rescission of this consulting agreement, damages for failure to make consulting payments and the present value of the stock options he agreed to surrender and the value of the 200,000 shares of common stock which he surrendered. The Company denies that it has any liability to the individual and has filed a motion to dismiss the case. Management plans to vigorously defend the case. As of the date of this report, the case was in its initial stages. Therefore, the amount of liability, if any, cannot be estimated by management. NOTE 10. DISCONTINUED OPERATIONS In October 1996, the Company acquired all the voting common stock of Vic Murray & Associates, Inc. in order to acquire the patent developed by the stockholder of Vic Murray & Associates, Inc. and his son. All assets were transferred to the Company at their historical cost. No further business was conducted in Vic Murray & Associates, Inc. therefore Vic Murray & Associates, Inc. is accounted for on a retroactive basis as a discontinued operation in the accompanying consolidated financial statements. Summarized information for the discontinued operations for the year ended December 31, 1996 is as follows: Revenues $106,145 Costs and expenses 101,539 -------- Net income $ 4,606 ======== NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These instruments include cash, accounts receivable and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. F-13 AMERICAN ACCESS TECHNOLOGIES, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 12. CONTRACTS WITH DISTRIBUTORS As of December 31, 1997, the Company had entered into Stocking Distributor Agreements with seven distributors. The agreements set forth terms whereby the distributors may purchase products from the Company for resale to their customers within the U.S. and Canada and Mexico when the Company releases its products for sale in those countries. The prices for the products covered by the agreements are based upon the intention of the distributors to purchase a minimum number of units during the next twelve months after execution of the agreements (an aggregate of approximately 60,000 units as of December 31, 1997). Revenue from these future sales will be recorded at such time as the units are shipped to the distributors. The agreements are for a term of one year and are automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the arrangement, and contain, among other things, a warranty effective for one year after the date of sale. In February 1998, the Company executed a value added reseller agreement with another company, in order to actively market and sell the product. The reseller will have exclusive rights in the state of Texas to market the product through its direct sales. The agreement stipulates that the reseller will purchase a minimum of 4,000 units in the next three years. Revenue from these future sales will be recorded at such time as the units are shipped to the customer. NOTE 13. OTHER MATTERS MAJOR CUSTOMER During the year ended December 31, 1997, the Company had one customer that accounted for approximately 74% of sales. MAJOR SUPPLIER The Company outsources its entire product prototyping, production, manufacturing, assembly and packaging operations to a single independent supplier. OTHER In January 1998, Underwriter Laboratories, Inc. authorized the Company to apply the UL mark to its product. Management believes that the UL mark distinguishes the quality of the product due to the requirements necessary to bear the UL mark and that recognition of the UL mark should enhance sales. F-14 ----------------- No dealer, salesman or any other person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. ----------------- This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. The delivery of this Prospectus at any time does not imply that the information herein is correct as of any time subsequent to its date. Notwithstanding the foregoing, the Company has undertaken to amend this Prospectus in the event of any fundamental changes in the affairs of the Company. TABLE OF CONTENTS Prospectus Summary ............................................................. Risk Factors ................................................................... Use of Proceeds ................................................................ Market for Securities Recent Financing Dividend Policy Management's Discussion and Analysis of Results of Operation and Financial Condition Business ....................................................................... Management ..................................................................... Indemnification ................................................................ Certain Relationships and Related Transactions ................................. Security Ownership of Certain Beneficial Owners and Management ......................................................... Description of Securities ...................................................... Plan of Distribution/Selling Security Holders .................................. Legal Matters .................................................................. Experts ........................................................................ Additional Information ......................................................... Index to Financial Statements .................................................. AMERICAN ACCESS TECHNOLOGIES, INC. ----------------- PROSPECTUS ----------------- PART II - INFORMATION NOT REQUIRED IN PROSPECTUS Item 24. Indemnification of Directors and Officers. Reference is hereby made to the provisions of Section 607.0850 of the Florida Business Corporation Act which provides for indemnification of directors and officers under certain circumstances. Reference is hereby made to Article IV of Registrant's Amended and Restated Articles of Incorporation which is filed as Exhibit 3(a). Item 25. Other Expenses of Issuance and Distribution. The following table sets forth the expenses in connection with the issuance and distribution of the securities offered hereby. Registration Fee $ 3,646 Printing Expenses* 500 Legal Fees and Expenses* 10,000 Accounting Fees and Expenses* 8,346 Blue Sky Fees and Expenses* 3,000 Transfer Agent Fees and Expenses* 1,000 Misc.* 569 ------- Total $27,061 *Estimated Item 26. Recent Sales of Unregistered Securities. The following provides information of all sales of outstanding stock which were not registered under the Securities Act of 1933. In connection with the Registrant's organizational activities, 2,000,000 shares of common stock were issued to founders and officers, Victor Murray, Richard Murray, Steven J. Robinson, Bobby E. Story and Steve Jones for par value of $.001 per share. Messrs. Robinson and Jones subsequently returned a total of 400,000 shares to the Company for cancellation. The Company also issued each of the foregoing persons a stock purchase warrant for 70,000 shares. Mr. Jones' warrant was subsequently cancelled. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933, as amended. Shareholders, as directors and/or officers are "accredited investors" defined in Rule 501. The Company issued 50,000 shares of common stock to John W. Cooney, a director, for $.001 per share on February 11, 1997. Exemption form registration is claimed under Section 4(2) of the Securities Act of 1933, as amended. Shareholders, as directors and/or officers are "accredited investors" defined in Rule 501. II-1 On December 2, 1996 the Company sold 400,000 shares and on February 1997 the Company sold 400,000 shares of common stock to Bridge Bank, Ltd. at par value of $.001 per share. Exemption from registration is claimed under Rule 504 of Regulation D, which does not require investors to be accredited or sophisticated. The Company issued a stock purchase warrant to Capital International Securities Group, Inc. for 350,000 shares exercisable for $8.00 per share on February 11, 1997. Exemption is claimed under Section 4(2) of the Securities Acts of 1933, as amended. Holder, a member of NASD, is sophisticated. From February 12 to April 11, 1997 the Company undertook a private offering pursuant to Regulation D, Rule 504 and sold 400,000 shares of common stock for $600,000. The Company issued 120,000 stock purchase warrants in connection with the private offering, exercisable at $3.00 and such shares were issued on exercise of the warrants. Exemption from registration is claimed under Rule 504 of Regulation D, which does not require investors to be accredited or sophisticated. All of such securities were not solicited by advertising or any general solicitation and, except such securities issued pursuant to Rule 504, contain a restrictive legend. Item 25. Exhibits. Exhibit No. Description ----------- ----------- 3(a) Amended and Restated Articles of Incorporation of the Registrant* 3(b) Bylaws of the Registrant* 3(c) Form of $8.00 Stock Purchase Warrant expiring February 11, 2000* 3(d) Form of $3.00 Stock Purchase Warrant expiring February 11, 2000* 5.1 Opinion of counsel 8.2 Composit Exhibit of Stocking Distributor Agreements with Anixter, Inc., State Electric Supply Company, and Data Com, Inc.* 8.3 Value Added Reseller Agreement with Data Star Computer Systems, Inc.* 8.4 Engagement letter dated November 27, 1996 between Registrant and Capital International Securities Group, Inc.* 8.5 Composit Exhibit of Management Agreements with Vic Murray and Sons, Steve R. Jones, Steven K. Robinson and Nacex, Inc.* 8.6 Consulting Agreement dated August 28, 1997 between Registrant and Steve R. Jones.* 8.7 Management Termination Agreement dated December 9, 1997 between Steven K. Robinson and Registrant.* 8.8 Purchase Agreement dated October 21, 1996 between Registrant and Victor E. Murray.* 8.9 Promissory Note dated December 2, 1996.* 11.1 Statement Re: Computation of Net Loss per Common Share.* 23 Consent of counsel is contained in Exhibit 5.1 23.1 Consent of Independent Certified Public Accountants* * Filed with Amendment No. 1. Item 26. Undertakings. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities II-2 (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 2. That for the purpose of determining any liability under the Securities Act of 1935, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Altamonte Springs and State of Florida on April 20, 1998. AMERICAN ACCESS TECHNOLOGIES, INC. By /s/ Victor E. Murray ------------------------------------------- President/ principal executive officer In accordance with the requirements of the Securities Act of 1933, this amendment to registration statement was signed by the following persons in the capacities and on the dates stated. Signature Title Date Victor E. Murray President and Director April 24, 1998 (Principal Executive Officer) Richard A. Murray Vice President and Director " Bobby E. Story Treasurer, (Principal Accounting " Officer) John W. Cooney Director " Victor D. Phillips Director " EXHIBIT 3(a) AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN ACCESS TECHNOLOGY, INC. *** Pursuant to the provisions of the Florida Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation, which amendments to the Corporation's Articles of Incorporation, as amended, contained therein were adopted by the shareholders of the Corporation on November 25, 1996 by the holders of the outstanding common stock, the only voting group, and the number of shares adopting the Amended and Restated Articles of Incorporation by such group was sufficient for approval. 1. The name of the Corporation is AMERICAN ACCESS TECHNOLOGIES, INC. 2. The Articles of Incorporation of the Corporation we hereby amend to read in their entirety as follows: ARTICLE 1 Name The name of the corporation is AMERICAN ACCESS TECHNOLOGIES, INC. ARTICLE 2 Purpose The purpose or purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act. ARTICLE 3 Capital Stock The total amount of capital stock which this Corporation has the authority to issue is as follows: 10,000,000 shares of common stock, $.001 par value per share; and 1,000,000 shares of Preferred Stock, $.001 par value per share. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of such preferred stock in series, and to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and relative, participating, optional or other special rights of the shares of each series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series of preferred stock shall include, but not be limited to, determination of the following: A. The number of shares constituting the series and distinctive designation of the series; B. The dividend rate on the shares of the series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of the series; C. Whether the series will have voting rights, and if so, the terms of the voting rights; 2 D. Whether the series will have conversion privileges, and, if so, the terms and conditions of the conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; E. Whether or not the shares of the series will be redeemable; and, if so, the terms and conditions of redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; F. Whether the series shall have a sinking fund for the redemption or purchase of shares of the series, and, if so, the terms and amount of the sinking fund; G. The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights or priority, if any, of payment of shares of the series; and H. Any other relative terms, rights, preferences and limitations, if any, of the series as the Board of Directors may lawfully fix under the laws of the State of Florida as in effect at the time of the creation of such series. ARTICLE 4 Indemnification of Directors, Officers and Other Authorized Representatives 1. Indemnification. The Corporation shall indemnify its officers, Directors, employees and agents against liabilities, damages, settlements and expenses (including attorneys' fees) incurred in connection with the Corporation's affairs, and shall advance such expenses to any such officers, directors, employees and agents, to the fullest extent permitted by law. 3 2. Effect of Modification. Any repeal or modification of any provision of this Article 4 by the shareholders of the Corporation shall not adversely affect any right to protection of a Director, officer, employee or agent of the Corporation existing at the time of the such repeal or modification. 3. Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent to another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provision of this Article 4. 4. No Rights of Subrogation. Indemnification hereunder and under the Bylaws shall be a personal right and the Corporation shall have no liability under this Article 4 to any insurer or any person, corporation, partnership, association, trust or other entity (other than the heirs, executors or administrators of such person) by reason of subrogation, assignment or succession by any other means to the claim of any person to indemnification hereunder or under the Corporation's Bylaws. ARTICLE 5 Right to Amend or Repeal Article The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation or any amendment hereto, 4 in the manner now or hereafter prescribed by statute, and all rights and powers herein conferred on shareholders are granted subject to this reserved power. ARTICLE 6 Severability In the event any provision (including any provision within a single article, section, paragraph or sentences) of these Articles should be determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the remaining provisions and parts hereof shall not be in any way impaired and shall remain in full force and effect and enforceable to the fullest extent permitted by law. ARTICLE 7 Stock Split Each share of the Corporation is outstanding common stock, $.10 par share, shall be and they are hereby automatically changed (without any further act) into 200 shares of common stock, $.001 par value share. The foregoing stock split shall be accomplished in the following manner: (1) All certificates representing issued shares which are in existence as of the close of business on the date hereof (the "Record Date") shall thereafter, without any further action being taken, represent the same number of shares as they theretofore represented. (2) The appropriate officers of the Corporation are authorized and directed, as soon as practicable after the close of the business on the Record Date, to cause to be issued and delivered to each shareholder of record as of the close of business 5 on the Record Date certificates representing the additional shares of the Corporation's common stock to which they shall be entitled pursuant to the foregoing stock split. The Board of Directors of the Corporation or any executive committee thereof is empowered to adopt further rules and regulations concerning the foregoing change and to appropriately adjust any outstanding options, warrants or other securities which are convertible into shares of the Corporation's common stock, $.10 par value. Dated: November 25, 1996 AMERICAN ACCESS TECHNOLOGY, INC. By:/s/Victor S. Murray ------------------------------------ President 6 EXHIBIT 3(a) AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN ACCESS TECHNOLOGY, INC. *** Pursuant to the provisions of the Florida Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation, which amendments to the Corporation's Articles of Incorporation, as amended, contained therein were adopted by the shareholders of the Corporation on November 25, 1996 by the holders of the outstanding common stock, the only voting group, and the number of shares adopting the Amended and Restated Articles of Incorporation by such group was sufficient for approval. 1. The name of the Corporation is AMERICAN ACCESS TECHNOLOGIES, INC. 2. The Articles of Incorporation of the Corporation we hereby amend to read in their entirety as follows: ARTICLE 1 Name The name of the corporation is AMERICAN ACCESS TECHNOLOGIES, INC. ARTICLE 2 Purpose The purpose or purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act. ARTICLE 3 Capital Stock The total amount of capital stock which this Corporation has the authority to issue is as follows: 10,000,000 shares of common stock, $.001 par value per share; and 1,000,000 shares of Preferred Stock, $.001 par value per share. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of such preferred stock in series, and to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and relative, participating, optional or other special rights of the shares of each series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series of preferred stock shall include, but not be limited to, determination of the following: A. The number of shares constituting the series and distinctive designation of the series; B. The dividend rate on the shares of the series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of the series; C. Whether the series will have voting rights, and if so, the terms of the voting rights; 2 D. Whether the series will have conversion privileges, and, if so, the terms and conditions of the conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; E. Whether or not the shares of the series will be redeemable; and, if so, the terms and conditions of redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; F. Whether the series shall have a sinking fund for the redemption or purchase of shares of the series, and, if so, the terms and amount of the sinking fund; G. The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights or priority, if any, of payment of shares of the series; and H. Any other relative terms, rights, preferences and limitations, if any, of the series as the Board of Directors may lawfully fix under the laws of the State of Florida as in effect at the time of the creation of such series. ARTICLE 4 Indemnification of Directors, Officers and Other Authorized Representatives 1. Indemnification. The Corporation shall indemnify its officers, Directors, employees and agents against liabilities, damages, settlements and expenses (including attorneys' fees) incurred in connection with the Corporation's affairs, and shall advance such expenses to any such officers, directors, employees and agents, to the fullest extent permitted by law. 3 2. Effect of Modification. Any repeal or modification of any provision of this Article 4 by the shareholders of the Corporation shall not adversely affect any right to protection of a Director, officer, employee or agent of the Corporation existing at the time of the such repeal or modification. 3. Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent to another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provision of this Article 4. 4. No Rights of Subrogation. Indemnification hereunder and under the Bylaws shall be a personal right and the Corporation shall have no liability under this Article 4 to any insurer or any person, corporation, partnership, association, trust or other entity (other than the heirs, executors or administrators of such person) by reason of subrogation, assignment or succession by any other means to the claim of any person to indemnification hereunder or under the Corporation's Bylaws. ARTICLE 5 Right to Amend or Repeal Article The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation or any amendment hereto, 4 in the manner now or hereafter prescribed by statute, and all rights and powers herein conferred on shareholders are granted subject to this reserved power. ARTICLE 6 Severability In the event any provision (including any provision within a single article, section, paragraph or sentences) of these Articles should be determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the remaining provisions and parts hereof shall not be in any way impaired and shall remain in full force and effect and enforceable to the fullest extent permitted by law. ARTICLE 7 Stock Split Each share of the Corporation is outstanding common stock, $.10 par share, shall be and they are hereby automatically changed (without any further act) into 200 shares of common stock, $.001 par value share. The foregoing stock split shall be accomplished in the following manner: (1) All certificates representing issued shares which are in existence as of the close of business on the date hereof (the "Record Date") shall thereafter, without any further action being taken, represent the same number of shares as they theretofore represented. (2) The appropriate officers of the Corporation are authorized and directed, as soon as practicable after the close of the business on the Record Date, to cause to be issued and delivered to each shareholder of record as of the close of business 5 on the Record Date certificates representing the additional shares of the Corporation's common stock to which they shall be entitled pursuant to the foregoing stock split. The Board of Directors of the Corporation or any executive committee thereof is empowered to adopt further rules and regulations concerning the foregoing change and to appropriately adjust any outstanding options, warrants or other securities which are convertible into shares of the Corporation's common stock, $.10 par value. Dated: November 25, 1996 AMERICAN ACCESS TECHNOLOGY, INC. By:/s/Victor S. Murray ------------------------------------ President 6 EXHIBIT 3(b) BY-LAWS AMERICAN ACCESS TECHNOLOGIES, INC. ARTICLE I - OFFICES Section 1. The registered office of the corporation in the State of Florida shall initially be at: 164 Golf Club Drive, Longwood, Florida, or as further directed by the Board of Directors. The registered agent in charge thereof shall be Bobby E. Story. Section 2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require. ARTICLE II - SEAL Section 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Florida". ARTICLE III - STOCKHOLDERS' MEETINGS Section 1. Meetings of stockholders shall be held at the registered office of the corporation in this state or at such place, either within or without this state, as may be selected from time to time by the Board of Directors. Section 2. ANNUAL MEETINGS: The annual meeting of the stockholders shall be held on the 15th of June of in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 o'clock A.M., when they shall elect a Board of Directors and transact such other business and may elect a Board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting for election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. Section 3. ELECTION OF DIRECTORS: Elections of the directors of the corporation shall be by written or verbal ballot. 1 Section 4. SPECIAL MEETINGS: Special meetings of the stockholders may be called at any time by the Presidency, or the Board of Directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto unless all stockholders entitled to vote are present and consent. Written notice of a special meeting of stockholders stating the time and place and object thereof, shall be given to each stockholder entitled to vote thereat at least 10 days before such meeting, unless a greater period of notice is required by statute in a particular case. Section 5. QUORUM: A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 6. PROXIES: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize 2 another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. All proxies shall be filed with the Secretary of the meeting before being voted upon. Section 7. NOTICE OF MEETINGS: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 9. LIST OF STOCKHOLDERS: The officer who has charge of the stock ledger 3 of the corporation shall prepare and make, at least ten days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. No share of stock upon which any installment is due and unpaid shall be voted at any meeting. The list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. ARTICLE IV DIRECTORS Section 1. The business and affairs of this corporation shall be managed by its Board of Directors, at least two (2) in number. The board may be expanded to a total of seven upon adoption of such a resolution by the majority of the directors. The directors need not be residents of this state or stockholders in the corporation. They shall be elected by the stockholders at the annual meeting of stockholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify or until his earlier resignation or removal. Section 2. REGULAR MEETINGS: Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board Section 3. SPECIAL MEETINGS: Special Meetings of the Board may be called by the President with 1 day notice to each director, either personally, by telephone, by mail, or by telegram. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office. 4 Section 4. QUORUM: A majority of the total number of directors shall constitute a quorum for the transaction of business. Section 5. CONSENT IN LIEU OF MEETING; Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. The Board of Directors may hold its meetings, and have an office or offices, outside of this state. Section 6. CONFERENCE TELEPHONE: One or more directors may participate in a meeting of the Board, of a committee of the Board or of the stockholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting. Section 7. COMPENSATION: Directors as such, shall not receive any stated salary for their services, but by resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 8. REMOVAL: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares than entitled to vote at an election of directors, except that when cumulative voting is permitted, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part. 5 ARTICLE V OFFICERS Section 1. The executive officers of the corporation shall be chosen by the directors and shall consist of a President, Secretary and Treasurer. The Board of Directors may also choose a Chairman, one or more Vice Presidents and such other officers as it shall deem necessary. Any number of offices may be held by the same person. Section 2. SALARIES: Salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 3. TERM OF OFFICE: The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby. Section 4. PRESIDENT: The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the corporation shall see that all orders and resolutions of the Board are carried into effect, subject; however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general power and duties of supervision and management usually vested in the office of President of a corporation. Section 5. SECRETARY: The Secretary shall attend all sessions of the Board and all meetings of the stockholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it. 6 Section 6. TREASURER: The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. ARTICLE VI VACANCIES Section 1. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of these By-Laws. Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE, When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. ARTICLE VII - CORPORATE RECORDS Section 1. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its 7 stockholders, and its other books and records, and to make extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to Inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business. ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC. Section 1. The stock certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the facsimile of the corporate seal and shall bear the facsimile of the President and Secretary; and be countersigned by the Transfer Agent. Section 2. TRANSFERS: Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing with signature guaranteed. No transfer shall be made which is inconsistent with law. Section 3. LOST CERTIFICATE: The corporation may issue a new certificate of stock in the place of any certificate therefore signed by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative to give the corporation a bond sufficient to indemnify it against any claim that maybe made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Section 4. RECORD DATE: In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose 8 of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor wore than sixty days prior to any other action, If no record date is fixed: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (d) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5. DIVIDENDS: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation. Section 6. RESERVES: Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created. 9 ARTICLE IX - MISCELLANEOUS PROVISIONS Section 1. CHECKS: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate. Section 2. FISCAL YEAR: The fiscal year shall begin on the first day of January and end December 31st each year. Section 3. NOTICE: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of stockholders, the general nature of the business to be transacted. Section 4. WAIVER OF NOTICE: Whenever any written notice is required by statute, or by the Certificate or the By-Laws of this corporation a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of stockholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 5. DISALLOWED COMPENSATION: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or 10 employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may he withheld from his future compensation payments until the amount owed to the corporation has been recovered. Section 6. RESIGNATIONS: Any director or other officer may resign at any time, such resignation to be in writing and to take effect from the time of its receipt by the corporation, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective. ARTICLE X ANNUAL STATEMENT Section 1. The President and the Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a Certified Public Accountant. ARTICLE XI - INDEMNIFICATION AND INSURANCE: Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, Joint venture, trust or other enterprise, including service with respect to employee benefit plans whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such 11 amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, Judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition: provided, however, that, if the Florida Business Corporation Act requires the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. (b) RIGHT OF CLAIMANT TO BRING SUIT: If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, 12 if successful in whole or in part, the claimant shall be entitled to be paifi also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Florida Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or Its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard or conduct. (c) Notwithstanding any limitation to the contrary contained in sub-paragraphs (a) and 8 (b) of this section, the corporation shall to the fullest extent permitted by the Florida Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested Directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (d) INSURANCE: 13 The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act. ARTICLE XII - AMENDMENTS Section 1. These by-laws may be amended or repealed by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice of the stockholders of that purpose. 14 EXHIBIT 3(c) INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA WARRANT NUMBER OF CERTIFICATE NO. WARRANTS [LOGO] AMERICAN ACCESS TECHNOLOGIES, INC. STOCK PURCHASE WARRANT VOID AFTER 3:00 P.M., EAST COAST TIME, IN FEBRUARY 11, 2000 REGISTERED HOLDER:___________________ NUMBER OF WARRANTS:_________________ This is to certify that, for value received, the Registered Holder, or assigns, is entitled, subject to the terms and conditions hereinafter set forth, at or before 3:00 P.M. on February 11, 2000, or such later time as may be determined by the Corporation, to purchase shares of the common stock of American Access Technologies, Inc. (the "Corporation") from the said corporation, for the purchase price of $8.00 per share and to receive a certificate or certificates for the common stock so purchased upon presentation and surrender to the Corporation of this warrant with payment of the purchase price for each share purchased. (a) The Corporation covenants and agrees that all shares which may be delivered upon the exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof, and shall be fully paid and nonassessable. The Corporation covenants and agrees that it will from time to time take all such action as may be requisite to assure that the par value per share of its common stock is at all time equal to or less than the current price per share pursuant to this warrant. (b) The number of shares purchaseable upon the exercise of this warrant and the purchase price per share shall be subject to adjustment from time to time as set forth herein. (c) If the outstanding shares of common stock of the Corporation are increased, decreased, or changed into, or exchanged for a different number of kind of shares or securities through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or similar type of reorganization transaction, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which this warrant relates. Such adjustment shall be made without change in the total price applicable to the unexercised portion of this warrant, but with a corresponding adjustment in the price of each share subject to the warrant. (d) If there shall be any adjustment as provided above, the Corporation shall forthwith cause written notice to be sent to the initial holder of this warrant at the address of such holder shown on the books of the Corporation, which notice shall be accompanied by a statement setting forth in reasonable detail the facts requiring any such adjustment and the warrant price and number of shares purchaseable after such adjustment, as the case may be. (e) This warrant shall not entitled the holder hereof to any voting rights or other rights as a shareholder of the Corporation unless and until this warrant shall be exercised. (f) this warrant and the shares the holder hereof may purchase have not and will not be registered under the Securities Act of 1933 or any applicable state securities law. The Corporation may condition the exercise of this warrant or its transfer upon the availability of an exemption from registration under all applicable securities laws. [SEAL] IN WITNESS WHEREOF, the Corporation has caused this warrant to be executed by the signatures of its duly authorized officers and its corporate seal hereunto affixed. By: /s/ Victor E.Murray ------------- -------------------------- DATE President EXHIBIT 3(d) INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA WARRANT NUMBER OF CERTIFICATE NO. WARRANTS [LOGO] AMERICAN ACCESS TECHNOLOGIES, INC. STOCK PURCHASE WARRANT VOID AFTER 3:00 P.M., EAST COAST TIME, IN FEBRUARY 11, 2000 REGISTERED HOLDER:___________________ NUMBER OF WARRANTS:_________________ This is to certify that, for value received, the Registered Holder, or assigns, is entitled, subject to the terms and conditions hereinafter set forth, at or before 3:00 P.M. on February 11, 2000, or such later time as may be determined by the Corporation, to purchase shares of the common stock of American Access Technologies, Inc. (the "Corporation") from the said corporation, for the purchase price of $8.00 per share and to receive a certificate or certificates for the common stock so purchased upon presentation and surrender to the Corporation of this warrant with payment of the purchase price for each share purchased. (a) The Corporation covenants and agrees that all shares which may be delivered upon the exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof, and shall be fully paid and nonassessable. The Corporation covenants and agrees that it will from time to time take all such action as may be requisite to assure that the par value per share of its common stock is at all time equal to or less than the current price per share pursuant to this warrant. (b) The number of shares purchaseable upon the exercise of this warrant and the purchase price per share shall be subject to adjustment from time to time as set forth herein. (c) If the outstanding shares of common stock of the Corporation are increased, decreased, or changed into, or exchanged for a different number of kind of shares or securities through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or similar type of reorganization transaction, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which this warrant relates. Such adjustment shall be made without change in the total price applicable to the unexercised portion of this warrant, but with a corresponding adjustment in the price of each share subject to the warrant. (d) If there shall be any adjustment as provided above, the Corporation shall forthwith cause written notice to be sent to the initial holder of this warrant at the address of such holder shown on the books of the Corporation, which notice shall be accompanied by a statement setting forth in reasonable detail the facts requiring any such adjustment and the warrant price and number of shares purchaseable after such adjustment, as the case may be. (e) This warrant shall not entitled the holder hereof to any voting rights or other rights as a shareholder of the Corporation unless and until this warrant shall be exercised. (f) this warrant and the shares the holder hereof may purchase have not and will not be registered under the Securities Act of 1933 or any applicable state securities law. The Corporation may condition the exercise of this warrant or its transfer upon the availability of an exemption from registration under all applicable securities laws. [SEAL] IN WITNESS WHEREOF, the Corporation has caused this warrant to be executed by the signatures of its duly authorized officers and its corporate seal hereunto affixed. By: /s/ Victor E.Murray ------------- -------------------------- DATE President EXHIBIT 8.2 STOCKING DISTRIBUTOR AGREEMENT BETWEEN AMERICAN ACCESS TECHNOLOGIES, INC. AND ANIXTER, INC. THIS AGREEMENT ("Agreement") is made and entered into this 12th day of March, 1997, between American Access Technologies, Inc. ("Seller") and Anixter, Inc. ("Distributor"). 1. PURPOSE This Agreement sets forth terms whereby Distributor may purchase Products from Seller for resale to its customers within the United States of America. This territory shall extend to Canada and Mexico at such time as seller shall release its products for sale in such countries. 2. PRICE, PAYMENT, AND REBATE PROGRAM a) The prices for the Products covered by this Agreement shall be as set forth in Exhibit "A" attached hereto. Based upon the intention of Distributor to purchase a minimum of at lease Ten Thousand (10,000) zone cabling termination cabinets during the next twelve months after execution of this agreement, the Distributor will be entitled to a twenty (20%) discount from the list price of the product as well as other options covered under other agreements. Seller will give Distributor 30 days advance notice of price changes but will recognize current pricing on Distributor's outstanding bids scheduled for delivery after the effective date of price changes. Distributor will advise seller, in writing and within ten (10) days of notice of price change a list of outstanding bids in order to receive current pricing. b) Products will be paid for within forty five (45) days of shipment to Distributor. Any unpaid invoices after such date will be subject to interest at 18% per annum until paid. 3. DELIVERY Each purchase order issued by Distributor will specify a delivery date. If a delivery date specified in the purchase order cannot be met, Seller will advise Distributor as soon as possible after receipt of the order and a new delivery date will be agreed upon. 4. NEW PRODUCTS Distributor and Seller agree that it is their intent to work toward a long-term relationship for development and marketing of new Products. Seller agrees that as long as Distributor performs well under this Agreement, Seller will continue to bring new Products to Distributor for distribution consideration. Seller warrants and represents to Distributor that any new products developed for distribution will be made available for review and stocking under same terms and conditions. 5. RESALE Distributor has the right to resell the Products anywhere in the United States at whatever price is determined to be appropriate by Distributor. However, should Seller wish to market its products outside the United States, Distributor will be granted an opportunity to distribute our products. 6. TRAINING AND VALUE ADDED PROGRAM a) Seller will provide training and support to Distributor for its Products as long as this Agreement is in force. Upon request, Seller will assist Distributor in the sale of Seller's Products to end users. b) Seller has established a Value Added Program (YAP) whereby it will train and certify selected contractors/technicians on the installation and marketing of our products. This program includes a rebate program for including our products in the specifications of future jobs and a rebate for purchase of our products. 7. PRICE AND PRODUCT PROTECTION a) Seller reserves the right to change prices at any time and agrees to give Distributor thirty (30) days written notice of any such change. In the event that Seller lowers its prices or alters the discounts available to distributors, Distributor shall have the right to request price protection for Products in Distributor's inventory. Upon such request, Seller will grant a credit to Distributor in a amount equal to the difference between the price paid and the new price (including additional discounts) for each such Product in Distributor's inventory. All unshipped product will be billed at the lower cost. b) Seller agrees to provide Distributor with price change information no less than thirty (30) days in advance of the effective date, which should be sent directly to Distributor Inventory Management, attention Standard Cost Group. Seller will submit required pricing information in an ASCII Text, Tab delimited format. Distributor will provide the required pricing file layout to Seller's designated point of contact who should be responsible to address questions on pricing and/or file layout. 8. INVENTORY ADJUSTMENT PROCEDURE In order to maintain a current stock of products, Distributor shall have the right to to take stock once every quarter by returning Products in its inventory to Seller for replacement with other Seller Products of Distributor choosing; provided however, that the aggregate price of the replacement Products is equal to the price of the original Products returned, and that the returned Products are in new and unused condition. All shipping costs relating to the rotation of Products will be borne by Distributor. Distributor shall be entitled to return for full credit all unsold items, included in its first order from seller, after such merchandise has been unsold for six (6) months. On all other orders, there shall be a twenty (20%) percent restocking fee payable by Distributor. 9. WARRANTY a) Seller's Products are warranted under normal use to be free from any and all defects in design, materials and workmanship; to conform strictly to the specifications and approved samples and to be fit and sufficient for the purpose intended by the Seller for a period of one year from the date of sale to the end user or such longer period as may be specified in Seller's warranty from time to time. b) Seller agrees to repair or replace, without charge, any part or Product proven to be defective within the warranty period. Seller will pay all shipping and delivery charges for warranty returns from Distributor. This warranty shall be null and void in the event of misuse, accident, alteration or unauthorized repair made to the Products. This warranty is standard for all Seller's Products and any exceptions shall be stated in writing to Distributor. This repair/replacement policy is the sole and exclusive remedy for breach of any warranty herein and seller shall not be responsible for any consequential damages. c) Seller's Products and shipping cartons will have the product's serial number written and bar coded. Distributor will be able to ship replacement units from stock and return end user's defective Products for credit. Warranty credit returns through Distributor will not be included in stock rotation allotments. Seller will provide Distributor with a predetermined supply of technical manuals and support materials for all applicable Products. Seller will update Distributor's warranty department on any noncontractual changes to their warranty policies and procedures. Seller shall have a single point of contract for warranty issues. d) Seller will require factory authorization before allowing the return of any material. This includes incorrect merchandise, overshipments, or defective equipment. Material sent without authorization will be returned to sender. e) Newly received merchandise, which is defective, will be corrected through warranty by Seller. 10. OUT-OF-WARRANTY REPAIR Seller agrees to repair units which are out of the warranty period for actual cost of repairs not to exceed 50% of current suggested list price. The end user will pay all shipping and delivery charges both ways for repairs out of warranty. Seller agrees to maintain this repair service for Distributor's customers for a period of at least two (2) years after termination of this Agreement. 11. TRADEMARKS AND COPYRIGHTS Seller hereby assigns to Distributor the right to use its trademarks and copyrights for the sale of each product covered during the life of this Agreement. 12. MANUFACTURING Distributor agrees that it has no manufacturing rights to any Products under this Agreement and that any technical or business information provided to Distributor will be used solely for the purpose of selling and supporting those Products. 13. INDEMNITIES Anything herein to the contrary notwithstanding, Seller shall protect, defend, hold harmless, and indemnify Distributor from and against any and all claims, actions, liabilities, losses, costs, damages, and expenses (a) arising out of any actual or alleged infringement of any U.S. or foreign patent, copyright or trademark by any product sold to Distributor hereunder, or any unfair competition involving such Products, or (b) arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to result in whole or in part from the use of any such Products, any actual or alleged defect in such Products, whether latent or patent, including actual or alleged improper construction or design of such Products or the failure of such Products to comply with specifications or with any express or implied warranties, or (c) arising out of any actual or alleged violation by any such Products, or their manufacture, possession, use or sale, or any law, statute or ordinance or any governmental administrative order, rule, or regulation. 14. INSURANCE Seller shall obtain and maintain, at its expense, a policy or policies of Product Liability Insurance, with Broad Form Vendor's Endorsement naming Distributor, in such amounts and in such companies and containing such other provisions which shall be satisfactory to Distributor, covering Products sold to Distributor hereunder. All such policies shall provide that the coverage thereunder shall not be terminated without at least thirty (30) days prior written notice to Distributor. Certificates of Insurance shall be provided to the Distributor upon request. 15. TERMINATION This agreement is for a term of one year and is automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the arrangement. The cancellation notice must be given to the other party at least thirty (30) days before the anniversary date of this agreement. In the event of termination, the provisions of Section 8 shall apply to Distributor's returning inventory. 17. FORCE MAJEURE Neither party shall be liable for any delays in performance caused by acts of God, civil or military authority, fires or other circumstances beyond their reasonable control. 18. ENTIRE AGREEMENT This is an entire agreement incorporating any and all verbal agreements and any future modification, adjustments, additions, and/or changes shall be made in writing, executed by both parties. All terms of Distributor's purchase orders, except the quantity ordered and shipping addresses, shall be null and void and superceded by this agreement. 19. ARBITRATION Parties agree that should any dispute arise in the administration of this agreement, that the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County, Florida. 20. NOTICES Notices required under this agreement shall be dispatched, postage prepaid as follows: Seller: American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, Florida, 32714 Distributor: Anixter, Inc. 4711 Golf Road Skokie, Illinois, 60071 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. By: /s/ Gail L. Schniru By: /s/ ------------------------------- -------------------------------- Title: Marketing Manager Title: CFO ---------------------------- ----------------------------- Company: Anixter, Inc. Company: American Access Technologies, Inc. EXHIBIT "A" AMERICAN ACCESS TECHNOLOGIES, INC. Schedule of Product Pricing STOCKING DISTRIBUTORS Effective 1-96 ZCTC 1024 Zone Cable Termination Cabinet ------------------------------------------------------------------ UNITS ORDERED --------------------------- UNIT SALES FROM TO LIST DISCOUNT PRICE ------------------------------------------------------------------ List Price $550.00 Units 10,000 20.00% 440.00 STOCKING DISTRIBUTOR AGREEMENT BETWEEN AMERICAN ACCESS TECHNOLOGIES, INC. AND CED - AMERICAN ELECTRIC, INC. THIS AGREEMENT ("Agreement") is made and entered into this 6th day of March, 1997, between American Access Technologies, Inc. ("Seller") and CED - American Electric, Inc. ("Distributor"). 1. PURPOSE This Agreement sets forth terms whereby Distributor may purchase Products from Seller for resale to its customers within the United States. 2. PRICE, PAYMENTS, AND REBATE PROGRAM a) The prices for the Products covered by this Agreement shall be as set forth in Exhibit "A" attached hereto. Distributor subscribes to purchase a minimum of at lease Eight Thousand (8,000) zone cabling termination cabinets during the next twelve months after execution of this agreement. At this level of commitment, the Distributor will be entitled to a twenty (20%) discount from the list price of the product. b) Products will be paid for within thirty (30) days of shipment to Distributor. c) Distributor shall submit current financial statements on the company prepared in accordance with Generally Accepted Accounting Principles for approval by the Seller prior to first order submitted under this agreement. Distributor, agrees to promptly inform Seller of any changes to financial condition while this agreement is in force. 3. DELIVERY Each purchase order issued by Distributor will specify a delivery date. If a delivery date specified in the purchase order cannot be met, Seller will advise Distributor as soon as possible after receipt of the order and a new delivery date will be agreed upon. 4. NEW PRODUCTS Distributor and Seller agree that it is their intent to work toward a long-term relationship for development and marketing of new Products. Seller agrees that as long as Distributor performs well under this Agreement, Seller will continue to bring new Products to Distributor for distribution consideration. Seller warrants and represents to Distributor that any new products developed for distribution will be made available for review and stocking under same terms and conditions. 5. RESALE Distributor has the right to resell the Products anywhere in the United States at whatever price is determined to be appropriate by Distributor. However, should Seller wish to market its products outside the United States, Distributor will be granted an opportunity to distribute our products. 6. TRAINING AND VALUE ADDED PROGRAM a) Seller will provide training and support to Distributor for its Products as long as this Agreement is in force. Upon request, Seller will assist Distributor in the sale of Seller's Products to end users. b) Seller has established a Value Added Program (YAP) whereby it will train and certify selected contractor/technicians on the installation and marketing of our products. This program includes a rebate program for including our products in the specifications of future jobs and a rebate for purchase of our products. 7. PRICE AND PRODUCT PROTECTION a) Seller reserves the right to change prices at any time and agrees to give Distributor thirty (30) days written notice of any such change. In the event that Seller lowers its prices or alters the discounts available to distributors, Distributor shall have the right to request price protection for Products in Distributor's inventory. Upon such request, Seller will grant a credit to Distributor in a amount equal to the difference between the price paid and the new price (including additional discounts) for each such Product in Distributor's inventory. All unshipped product will be billed at the lower cost. b) Seller agrees to provide Distributor with price change information no less than thirty (30) days in advance of the affective date, which should be sent directly to Distributor Inventory Management, attention Standard Cost Group. Seller will submit required pricing information in an ASCII Text, Tab delimited format. Distributor will provide the required pricing file layout to Seller's designated point of contact who should be responsible to address questions on pricing and/or file layout. 8. INVENTORY ADJUSTMENT PROCEDURE In order to maintain a current stock of products, Distributor shall have the right to take stock once every quarter by returning Products in its inventory to Seller for replacement with other Seller Products of Distributor choosing; provided however, that the aggregate price of the replacement Products is equal to the price of the original Products returned, and that the returned Products are in new and unused condition. All shipping costs relating to the rotation of Products will be borne by Distributor. During the first six (6) months of this distributor agreement is in effect, there will be no restocking charge for our products; thereafter there will be a fifteen (15%) restocking fee assessed. 9. WARRANTY a) Seller's Products are warranted under normal use to be free from any and all defects in design, materials and workmanship; to conform strictly to the specifications and approved samples and to be fit and sufficient for the purpose intended by the Seller for a period of one year from the date of sale to the end user or such longer period as may be specified in Seller's warranty from time to time. b) Seller agrees to repair or replace, without charge, any part or Product proven to be defective within the warranty period. Seller will pay all shipping and delivery charges for warranty returns from Distributor. This warranty shall be null and void in the event of misuse, accident, alteration or unauthorized repair made to the Products. This warranty is standard for all Seller's Products and any exceptions shall be stated in writing to Distributor. c) Seller's Products and shipping cartons will have the product's serial number written and bar coded. Distributor will be able to ship replacement units from stock and return end user's defective Products for credit. Warranty credit returns through Distributor will not be included in stock rotation allotments. Seller will provide Distributor with a predetermined supply of technical manuals and support materials for all applicable Products. Seller will update Distributor's warranty department on any noncontractual changes to their warranty policies and procedures. Seller shall have a single point of contract for warranty issues. d) Seller may require factory authorization before allowing the return of any material. This includes incorrect merchandise, overshipments, or defective equipment. Material sent without authorization may be returned to sender. e) Newly received merchandise, which is defective, will be corrected through warranty by Seller. 10. OUT-OF-WARRANTY REPAIR Seller agrees to repair units which are out of the warranty period for actual cost of repairs not to exceed 50% of current suggested list price. The end user will pay all shipping and delivery charges both ways for repairs out of warranty. Seller agrees to maintain this repair service for Distributor's customers for a period of at least two (2) years after termination of this Agreement. 11. TRADEMARKS AND COPYRIGHTS Seller hereby assigns to Distributor the right to use its trademarks and copyrights for the sale of each product covered during the life of this Agreement. 12. MANUFACTURING Distributor agrees that it has no manufacturing rights to any Products under this Agreement and that any technical or business information provided to Distributor will be used solely for the purpose of selling and supporting those Products. 13. INDEMNITIES Anything herein to the contrary notwithstanding, Seller shall protect, defend, hold harmless, and indemnify Distributor from and against any and all claims, actions, liabilities, losses, costs, damages, and expenses (a) arising out of any actual or alleged infringement of any U.S. or foreign patent, copyright or trademark by any product sold to Distributor hereunder, or any unfair competition involving such Products, or (b) arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to result in whole or in part from the use of any such Products, any actual or alleged defect in such Products, whether latent or patent, including actual or alleged improper construction or design of such Products or the failure of such Products to comply with specifications or with any express or implied warranties, or (c) arising out of any actual or alleged violation by any such Products, or their manufacture, possession, use or sale, of any law, statute or ordinance or any governmental administrative order, rule or regulation. 14. INSURANCE Seller shall obtain and maintain, at its expense, a policy or policies of Product Liability Insurance, with Broad Form Vendor's Endorsement naming Distributor, in such amounts and in such companies and containing such other provisions which shall be satisfactory to Distributor, covering Products sold to Distributor hereunder. All such policies shall provide that the coverage thereunder shall not be terminated without at least thirty (30) days prior written notice to Distributor. Certificates of Insurance shall be provided to the Distributor upon request. Nothing contained herein would make Distributor responsibility for misuse or improper installation by any third party of products distributed under this agreement. 15. TERMINATION This agreement is for a term of one year and is automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the arrangement. The cancellation notice must be given to the other party at least thirty (30) days before the anniversary date of this agreement. 17. FORCE MAJEURE Neither party shall be liable for any delays in performance caused by acts of God, civil or military authority, fires or other circumstances beyond their reasonable control. 18. ENTIRE AGREEMENT This is an entire agreement incorporating any and all verbal agreements and any future modification, adjustments, additions, and/or changes shall be made in writing, executed by both parties. 19. ARBITRATION Parties agree that should any dispute arise in the administration of this agreement, that the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County, Florida. 20. NOTICES Notices required under this agreement shall be dispatched, postage prepaid as follows: Seller: American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, Florida, 32714 Distributor: CED - American Electric, Inc. 4818 S. W. Topeka Blvd. Topeka, Kansas, 66609 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. By: /s/ Patrick J. Mersmann By: /s/ --------------------------------- ------------------------------- Title: Manager Title: CFO --------------------------------- ------------------------------- Company: CED - American Electric, Inc. Company: American Access Technologies, Inc. AMERICAN ACCESS TECHNOLOGIES, INC. Schedule of Product Pricing DISTRIBUTOR PRICING Effective 7-30-97 Zone Cable Termination Cabinet & Accessories PRODUCT CODE LIST PRICE DISCOUNT PRICE ------------------------------------------------------------- ZCTC 1024-B-AL-00 $682 20%/5% $518.49 Note 1. ZCTC 1024-B-AL-33 $699 20%/5% $531.16 Note 1. ZCTC 1024-B-GS-00 $661 20%/5% $502.44 Note 2. ZCTC 1024-B-GS-33 $678 20%/5% $515.11 Note 2. FP-B33-25 $ 47 20%/5% $ 35.47 Note 3. FP-C33-25 $ 22 20%/5% $ 16.89 Note 4. DG-1 $ 22 20%/5% $ 16.89 Note 5. GENERAL NOTE: All units have door gasket installed for NEMA 12 rating, with transportation prepaid to all continental states on orders of six (6) units or more. Note 1. Standard ZCTC Model Numbers: 00 = Conduit Applications 33 = Cable Pentration Applications Note 2. GS Code in Product Number indicates Galvaneal Steel-Minimum order quantity of 100 required. Note 3. Foam Kit "B" (Plenum Ceiling) two (2) kits per enclosure Note 4. Foam Kit "C" (Non-Plenum Ceiling) two (2) kits per enclosure Note 5. Door Gasket Replacement Kit to replace damaged units in field Accepted and Agreed this 30th Day of Jul 1997. Distributor American Access Technologies, Inc., Seller /s/ Ronald L. Hollenbeck /s/ -------------------------- ---------------------------------------- Signature Signature Ronald L. Hollenbeck -------------------------- ---------------------------------------- Printed Name Printed Name STOCKING DISTRIBUTOR AGREEMENT BETWEEN AMERICAN ACCESS TECHNOLOGIES, INC. AND STATE ELECTRIC SUPPLY COMPANY THIS AGREEMENT ("Agreement") is made and entered into this 3 day of Feb, 1997, between American Access Technologies, Inc. ("Seller") and State Electric Supply, Co. ("Distributor"). 1. PURPOSE This Agreement sets forth terms whereby Distributor may purchase Products from Seller for resale to its customers within the United States. 2. PRICE, PAYMENT, AND REBATE PROGRAM a) The prices for the Products covered by this Agreement shall be as set forth in Exhibit "A" attached hereto. Distributor subscribes to purchase a minimum of at lease Eight Thousand (8,000) zone cabling termination cabinets during the next twelve months after execution of this agreement. At this level of commitment, the Distributor will be entitled to a twenty (20%) discount from the list price of the product. b) Products will be paid for within thirty (30) days of shipment to Distributor. c) Distributor shall submit current financial statements on the company prepared in accordance with Generally Accepted Accounting Principles for approval by the Seller prior to first order submitted under this agreement. Distributor, agrees to promptly inform Seller of any changes to financial condition while this agreement is in force. 3. DELIVERY Each purchase order issued by Distributor will specify a delivery date. If a delivery date specified in the purchase order cannot be met, Seller will advise Distributor as soon as possible after receipt of the order and a new delivery date will be agreed upon. 4. NEW PRODUCTS Distributor and Seller agree that it is their intent to work toward a long-term relationship for development and marketing of new Products. Seller agrees that as long as Distributor performs well under this Agreement, Seller will continue to bring new Products to Distributor for distribution consideration. Seller warrants and represents to Distributor that any new products developed for distribution will be made for review and stocking under same terms and conditions. 5. RESALE Distributor has the right to resell the Products anywhere in the United States at whatever price is determined to be appropriate by Distributor. However, should Seller wish to market its products outside the United States, Distributor will be granted an opportunity to distribute our products. 6. TRAINING AND VALUE ADDED PROGRAM a) Seller will provide training and support to Distributor for its Products as long as this Agreement is in force. Upon request, Seller will assist Distributor in the sale of Seller's Products to end users. b) Seller has established a Value Added Program (VAP) whereby it will train and certify selected contractors/technicians on the installation and marketing of our products. This program includes a rebate program for including our products in the specifications of future jobs and a rebate for purchase of our products. 7. PRICE AND PRODUCT PROTECTION a) Seller reserves the right to change prices at any time and agrees to give Distributor thirty (30) days written notice of any such change. In the event that the Seller lowers its prices or alters the discounts available to distributors, Distributor shall have the right to request price protection for Products in Distributor's inventory. Upon such request, Seller will grant a credit to Distributor in an amount equal to the difference between the price paid and the new price (including additional discounts) for each such Product in Distributor's inventory. All unshipped product will be billed at the lower cost. b) Seller agrees to provide Distributor with price change information no less than thirty (30) days in advance of the affective date, which should be sent directly to Distributor Inventory Management, attention Standard Cost Group. Seller will submit required pricing information in an ASCII Text, Tab delimited format. Distributor will provide the required pricing file layout to Seller's designated point of contact who should be responsible to address questions on pricing and/or file layout. 8. INVENTORY ADJUSTMENT PROCEDURE In order to maintain a current stock of products, Distributor shall have the right to take stock once every quarter by returning Products in its inventory to Seller for replacement with other Seller Products of Distributor choosing; provided however, that the aggregate price of the replacement Products is equal to the price of the original Products returned, and that the returned Products are in new and unused condition. All shipping costs relating to the rotation of Products will be borne by Distributor. 9. WARRANTY a) Seller's Products are warranted under normal use to be free from any and all defects in design, materials and workmanship; to conform strictly to the specifications and approved samples and to be fit and sufficient for the purpose intended by the Seller for a period of one year from the date of sale to the end user or such longer period as may be specified in Seller's warranty from time to time. b) Seller agrees to repair or replace, without charge, any part or Product proven to be defective within the warranty period. Seller will pay all shipping and delivery charges for warranty returns from Distributor. This warranty shall be null and void in the event of misuse, accident, alteration or unauthorized repair made to the Products. This warranty is standard for all Seller's Products and any exceptions shall be stated in writing to Distributor. c) Seller's Products and shipping cartons will have the product's serial number written and bar coded. Distributor will be able to ship replacement units from stock and return end users's defective Products for credit. Warranty credit returns through Distributor will not be included in stock rotation allotments. Seller will provide Distributor with a predetermined supply of technical manuals and support materials for all applicable Products. Seller will update Distributor's warranty department on any noncontractual changes to their warranty policies and procedures. Seller shall have a single point of contract from warranty issues. d) Seller may require factory authorization before allowing the return of any material. This incudes incorrect merchandise, overshipments, or defective equipment. Material sent without authorization may be returned to sender. e) Newly received merchandise, which is defective, will be corrected through warranty by Seller. 10. OUT-OF-WARRANTY REPAIR Seller agrees to repair units which are out of the warranty period for actual cost of repairs not to exceed 50% of current suggested list price. The end user will pay all shipping and delivery charges both ways for repairs out of warranty. Seller agrees to maintain this repair service for Distributor's customers for a period of at least two (2) years after termination of this Agreement. 11. TRADEMARKS AND COPYRIGHTS Seller hereby assigns to Distributor the right to use its trademarks and copyrights for the sale of each product covered during the life of this Agreement. 12. MANUFACTURING Distributor agrees that it has no manufacturing rights to any Products under this Agreement and that any technical or business information provided to Distributor will be used solely for the purpose of selling and supporting those Products. 13. INDEMNITIES Anything herein to the contrary notwithstanding, Seller shall protect, defend, hold harmless, and indemnify Distributor from and against any and all claims, actions, liabilities, losses, costs, damages, and expenses (a) arising out of any actual or alleged infringement of any U.S. or foreign patent, copyright or trademark by any product sold to Distributor hereunder, or any unfair competition involving such Products, or (b) arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to result in whole or in part from the use of any such Products, any actual or alleged defect in such Products, whether latent or patent, including actual or alleged improper construction or design of such Products or the failure of such Products to comply with specifications or with any express or implied warranties, or (c) arising out of any actual or alleged violation by any such Products, or their manufacture, possession, use or sale, of any law, statute or ordinance or any governmental administrative order, rule or regulation. 11. INSURANCE Seller shall obtain and maintain, at its expense, a policy or policies of Product Liability Insurance, with Broad Form Vendor's Endorsement naming Distributor, in such amounts and in such companies and containing such other provisions which shall be satisfactory to Distributor, covering Products sold to Distributor hereunder. All such policies shall provide that the coverage thereunder shall not be terminated without at least thirty (30) days prior written notice to Distributor. Certificates of Insurance shall be provided to the Distributor upon request. 15. TERMINATION This agreement is for a term of one year and is automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the arrangement. The cancellation notice must be given to the other party at least thirty (30) days before the anniversary date of this agreement. 17. FORCE MAJEURE Neither party shall be liable for any delays in performance caused by acts of God, civil or military authority, fires or other circumstances beyond their reasonable control. 18. ENTIRE AGREEMENT This is an entire agreement incorporating any and all verbal agreements and any future modification, adjustments, additions, and/or changes shall be made in writing, executed by both parties. 19. ARBITRATION Parties agree that should any dispute arise in the administration of this agreement, that the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County, Florida. 20. NOTICES Notices required under this agreement shall be dispatched, postage prepaid as follows: Seller: American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, Florida, 32714 Distributor: State Electric Supply Company 405 12th Street Dunbar, WV 25064 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. By:/s/ Norman H. Ryder By: /s/ ----------------------------------- --------------------------------- Title: Branch Mgr. Sesco Electronics Title: CFO ------------------------------- ------------------------------ Company: State Electric Supply Company. Company: American Access Technologies, Inc. EXHIBIT "A" AMERICAN ACCESS TECHNOLOGIES, INC. Schedule of Product Pricing Stocking Distributors Effective 1-96 ZCTC 1024 Zone Cable Termination Cabinet ----------------------------------------------------------------------- UNITED ORDERED --------------------- SALES FROM TO LIST DISCOUNT PRICE ----------------------------------------------------------------------- List Price 550.00 -------------------- Annual Commitment -------------------- Level Units -------------------- Level 1 1,000 10.00% 495.00 Level 2 2,000 12.50% 481.25 Level 3 4,000 15.00% 467.50 Level 4 6,000 17.50% 453.75 Level 5 8,000 20.00% 440.00 STOCKING DISTRIBUTOR AGREEMENT BETWEEN AMERICAN ACCESS TECHNOLOGIES, INC. AND CORE DATA COM, INC. THIS AGREEMENT ("Agreement") is made and entered into this 5th day of March, 1997, between American Access Technologies, Inc. ("Seller") and Core Data Com, Inc. ("Distributor"). 1. PURPOSE This Agreement sets forth terms whereby Distributor may purchase Products from Seller for resale to its customers within the United States. 2. PRICE, PAYMENT, AND REBATE PROGRAM a) The prices for the Products covered by this Agreement shall be as set forth in Exhibit "A" attached hereto. Distributor subscribes to purchase a minimum of at lease Eight Thousand (8,000) zone cabling termination cabinets during the twelve months after execution of this agreement. At this level of commitment, the Distributor will be entitled to a twenty (20%) discount from the list price of the product. b) Products will be paid for within thirty (30) days of shipment to Distributor. c) Distributor shall submit current financial statements on the company prepared in accordance with Generally Accepted Accounting Principles for approval by the Seller prior to first order submitted under this agreement. Distributor, agrees to promptly inform Seller of any changes to financial condition while this agreement is in force. 3. DELIVERY Each purchase order issued by Distributor will specify a delivery date. If a delivery date specified in the purchase order cannot be met, Seller will advise Distributor as soon as possible after receipt of the order and new delivery date will be agreed upon. 4. NEW PRODUCTS Distributor and Seller agree that it is their intent to work toward a long-term relationship for development and marketing of new Products. Seller agrees that as long as Distributor performs well under this Agreement, Seller will continue to bring new Products to Distributor for distribution consideration. Seller warrants and represents to Distributor that any new products developed for distribution will be made available for review and stocking under same terms and conditions. 5. RESALE Distributor has the right to resell the Products anywhere in the United States at whatever price is determined to be appropriate by Distributor. However, should Seller wish to market its products outside the United States, Distributor will be granted an opportunity to distribute our products. 6. TRAINING AND VALUE ADDED PROGRAM a) Seller will provide training and support to Distributor for its Products as long as this Agreement is in force. Upon request, Seller will assist Distributor in the sale of Seller's Products to end users. b) Seller has established a Value Added Program (VAP) whereby it will train and certify selected contractors/technicians on the installation and marketing of our products. This program includes a rebate program for including our products in the specifications of future jobs and a rebate for purchase of our products. 7. PRICE AND PRODUCT PROTECTION a) Seller reserves the right to change prices at any time and agrees to give Distributor thirty (30) days written notice of any such change. In the event that Seller lowers its prices or alters the discounts available to distributors, Distributor shall have the right to request price protection for Products in Distributor's inventory. Upon such request, Seller will grant a credit to Distributor in a amount equal to the difference between the price paid and the new price (including additional discounts) for cach such Product in Distributor's inventory. All unshipped product will be billed at the lower cost. b) Seller agrees to provide Distributor with price change information no less than thirty (30) days in advance of the affective date, which should be sent directly to Distributor Inventory Management, attention Standard Cost Group. Seller will submit required pricing information in an ASCII Text, Tab delimited format. Distributor will provide the required pricing file layout to Seller's designated point of contact who should be responsible to address questions on pricing and/or file layout. 8. INVENTORY ADJUSTMENT PROCEDURE In order to maintain a current stock of products, Distributor shall have the right to take stock once every quarter by returning Products in its inventory to Seller for replacement with other Seller Products of Distributor choosing; provided however, that the aggregate price of the replacement Products is equal to the price of the original Products returned, and that the returned Products are in new and unused condition. All shipping costs relating to the rotation of Products will be borne by Distributor, and will be subject to a re-stocking charge of twenty (20%) percent. 9. WARRANTY a) Seller's Products are warranted under normal use to be free from any and all defects in design, materials and workmanship; to conform strictly to the specifications and approved samples and to be fit and sufficient for the purpose intended by the Seller for a period of one year from the date of sale to the end user or such longer period as may be specified in Seller's warranty from time to time. b) Seller agrees to repair or replace, without charge, any part or Product proven to be defective within the warranty period. Seller will pay all shipping and delivery charges for warranty returns from Distributor. This warranty shall be null and void in the event of misuse, accident, alteration or unauthorized repair made to the Products. This warranty is standard for all Seller's Products and any exceptions shall be stated in writing to Distributor. c) Seller's Products and shipping cartons will have the product's serial number written and bar coded. Distributor will be able to ship replacement units from stock and return end users's defective Products for credit. Warranty credit returns through Distributor will not be included in stock rotation allotments. Seller will provide Distributor with a predetermined supply of technical manuals and support materials for all applicable Products. Seller will update Distributor's warranty department on any noncontractual changes to their warranty policies and procedures. Seller shall have a single point of contract from warranty issues. d) Seller may require factory authorization before allowing the return of any material. This incudes incorrect merchandise, overshipments, or defective equipment. Material sent without authorization may be returned to sender. e) Newly received merchandise, which is defective, will be corrected through warranty by Seller. 10. OUT-OF-WARRANTY REPAIR Seller agrees to repair units which are out of the warranty period for actual cost of repairs not to exceed 50% of current suggested list price. The end user will pay all shipping and delivery charges both ways for repairs out of warranty. Seller agrees to maintain this repair service for Distributor's customers for a period of at least two (2) years after termination of this Agreement. 11. TRADEMARKS AND COPYRIGHTS Seller hereby assigns to Distributor the right to use its trademarks and copyrights for the sale of each product covered during the life of this Agreement. 12. MANUFACTURING Distributor agrees that it has no manufacturing rights to any Products under this Agreement and that any technical or business information provided to Distributor will be used solely for the purpose of selling and supporting those Products. 13. INDEMNITIES Anything herein to the contrary notwithstanding, Seller shall protect, defend, hold harmless, and indemnify Distributor from and against any and all claims, actions, liabilities, losses, costs, damages, and expenses (a) arising out of any actual or alleged infringement of any U.S. or foreign patent, copyright or trademark by any product sold to Distributor hereunder, or any unfair competition involving such Products, or (b) arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to result in whole or in part from the use of any such Products, any actual or alleged defect in such Products, whether latent or patent, including actual or alleged improper construction or design of such Products or the failure of such Products to comply with specifications or with any express or implied warranties, or (c) arising out of any actual or alleged violation by any such Products, or their manufacture, possession, use or sale, of any law, statute or ordinance or any governmental administrative order, rule or regulation. 14. INSURANCE Seller shall obtain and maintain, at its expense, a policy or policies of Product Liability Insurance, with Broad Form Vendor's Endorsement naming Distributor, in such amounts and in such companies and containing such other provisions which shall be satisfactory to Distributor, covering Products sold to Distributor hereunder. All such policies shall provide that the coverage thereunder shall not be terminated without at least thirty (30) days prior written notice to Distributor. Certificates of Insurance shall be provided to the Distributor upon request. 15. TERMINATION This agreement is for a term of one year and is automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the arrangement. The cancellation notice must be given to the other party at lease thirty (30) days before the anniversary date of this agreement. 17. FORCE MAJEURE Neither party shall be liable for any delays in performance caused by acts of God, civil or military authority, fires or other circumstances beyond their reasonable control. 18. ENTIRE AGREEMENT This is an entire agreement incorporating any and all verbal agreements and any future modification, adjustments, additions, and/or changes shall be made in writing, executed by both parties. 19. ARBITRATION Parties agree that should any dispute arise in the administration of this agreement, that the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County, Florida. 20. NOTICES Notices required under this agreement shall be dispatched, postage prepaid as follows: Seller: American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, Florida, 32714 Distributor: Core Data Com, Inc. 11400 Decimal Drive Louisville, Kentucky, 40299 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. By: /s/ By: /s/ ------------------------ --------------------------- Title: V.P. Title: CFO -------------------- ------------------------ Company: Core Data Com. Inc. Company: American Access Technologies, Inc. AMERICAN ACCESS TECHNOLOGIES, INC. Schedule of Product Pricing DISTRIBUTOR PRICING Effective 7-30-97 Zone Cable Termination Cabinet & Accessories PRODUCT CODE LIST PRICE DISCOUNT PRICE ---------------------------------------------------------- ZCTC 1024-B-AL-00 $682 20%/5% $518.49 Note 1. ZCTC 1024-B-AL-33 $699 20%/5% $531.16 Note 1. ZCTC 1024-B-GS-00 $661 20%/5% $502.44 Note 2. ZCTC 1024-B-GS-33 $678 20%/5% $515.11 Note 2. FP-B33-25 $ 47 20%/5% $ 35.47 Note 3. FP-C33-25 $ 22 20%/5% $ 16.89 Note 4. DG-1 $ 22 20%/5% $ 16.89 Note 5. GENERAL NOTE: All units have door gasket installed for NEMA 12 rating, with transportation prepaid to all continental states on orders of six (6) units or more. Note 1. Standard ZCTC Model Numbers: 00 = Conduit Applications 33 = Cable Pentration Applications Note 2. GS Code in Product Number indicates Galvaneal Steel-Minimum order quantity of 100 required. Note 3. Foam Kit "B" (Plenum Ceiling) two (2) kits per enclosure Note 4. Foam Kit "C" (Non-Plenum Ceiling) two (2) kits per enclosure Note 5. Door Gasket Replacement Kit to replace damaged units in field Accepted and Agreed this 30th Day of Jul 1997. Distributor American Access Technologies, Inc., Seller /s/ Richard Woodrum /s/ -------------------------- ---------------------------------------- Signature Signature Richard Woodrum -------------------------- ---------------------------------------- Printed Name Printed Name EXHIBIT 8.3 VALUE ADDED RESELLER AGREEMENT (VAR) AMERICAN ACCESS TECHNOLOGIES, INC. and DATASTAR COMPUTER SYSTEMS, INC. THIS AGREEMENT effective this 11th day of February, 1998, between American Access Technologies, Inc. (AATK), and DataStar Computer Systems, Inc., (DataStar), outlines the relationship between the two parties. DataStar desiring to further its ability to fulfill its mission of providing innovative products and services, while enhancing its competitive position, and AATK, desiring to increase its market share through a VAR relationship with DataStar, agrees to the following arrangement: AGREEMENT DATE: This agreement is effective February 11, 1998 and shall continue until February 11, 2001, unless earlier terminated as set forth herein. Parties agree to work jointly toward developing the market share for AATK products throughout the Texas region. PERFORMANCE AND CONFIDENTIALITY: All information relating to DataStar and the conduct of its business shall remain the property of DataStar and AATK shall maintain strict confidentiality of such information at all times. Should this agreement be terminated for any reason, parties will promptly return all information, records, and client information to the other party. In consideration of the extensive sales and marketing effort by DataStar to provide for the development of market share for AATK products through the its Region, and nationwide through DataStar's Nationwide Services Group (NSG), AATK agrees to an exclusive reseller arrangement with DataStar in the State of Texas (Region) for a period of three (3) years. This exclusive arrangement is subject to the following conditions: a) DataStar will provide AATK with project registration forms, and forecast reports on a quarterly basis, outlining the development of business relative to AATK products. b) DataStar will demonstrate an active marketing effort, including columns written for trade publication, joint marketing material development, white paper development, etc. 1 c) DataStar will actively market the AATK product line through it's direct sales force. d) DataStar will meet or exceed the cumulative quota units as forth in this agreement as Exhibit "A". e) The exclusive arrangement does not pertain to those relationships AATK has entered into as of effective date of this agreement. A list of current distributors is attached and incorporated herein as Exhibit "B". f) In the event that a Distributor or Reseller located outside of the State of Texas (other than those listed in Exhibit "B"), sells AATK product directly to an end user company located in the State of Texas, DataStar shall receive directly from AATK, a compensation of Five (5%) Percent of the total manufacturer's list sales price of product supplied. g) DataStar is responsible for its selling expenses related to travel and entertainment, and direct marketing, unless otherwise agreed to in writing prior to incurring an expense. APPLICABLE PRODUCT DISCOUNT: In consideration of this agreement and the commitment made by both parties, AATK shall provide DataStar with a product discount as outlined in Exhibit "C" incorporated herein. PURCHASING ARRANGEMENT: AATK will make available to DataStar all product lines when purchases are made through an appointed servicing VAR distributor with additional discounts as outlined in Exhibit "C". CONDUCT OF BUSINESS: DataStar and AATK will represent each other in a moral and ethical manner at all times, and perform in a positive demeanor with clients and employees at all times. TERMINATION: This agreement is for a term of three (3) years and is automatically renewed each year thereafter unless either party gives written notice of its intent to cancel the agreement. The cancellation notice must be given to the other party at least thirty (30) days prior to the anniversary date of this agreement. NEW PRODUCTS: Parties agree that it is their intent to work toward a long-term relationship for development and marketing of new Products. AATK agrees that as long as DataStar performs well under this Agreement, AATK will continue to bring new Products to DataStar for market development in the Texas region. PRICE AND PRODUCT PROTECTION: AATK reserves the right to change List Prices at any time and agrees to give DataStar thirty (30) days written notice of any such chance. The current products and List Prices offered for sale are attached as Exhibit "D". 2 In the event AATK lowers its prices or alters the discounts available to all VAR's, DataStar shall have the right to request price protection for Products in specification or inventory. Upon such request, AATK will grant a credit to DataStar in an amount equal to the difference between the price paid and the new price (including additional discounts) for each such product. All unshipped product will be billed at the lower cost. FORCE MAJEURE: Neither party shall be liable for any delays in performance caused by acts of God, civil or military authority, fires or other circumstances beyond their reasonable control. ENTIRE AGREEMENT: This is an entire agreement incorporating any and all agreements and any future modification, adjustments, additions, and/or changes to this agreement shall be made in writing, and executed by both parties. ARBITRATION: Parties agree that should any dispute arise in the administration of this agreement, the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County Florida. NOTICES: Notices required under this agreement shall be dispatched, postage prepaid as follows: Seller: American Access Technologies, Inc. 238 N. Westmonte Drive, Suite 210 Altamonte Springs, FL, 32714 Distributor: DataStar Computer Systems, Inc. 2033 Chennault Drive, Suite 142 Carrollton, TX, 75006 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written above. By: /s/ Curt Marshall By /s/ --------------------------- --------------------------- Title: President Title: Sec/Treasury, CFO ------------------------- ------------------------ Company: DataStar Computer Company: American Access Technologies, Inc. Systems, Inc 3 EXHIBIT "A" VOLUME (QUOTA) AGREEMENT The following is a minimum purchase quantity of AATK's Zone Cabling Termination Cabinets for the three year period of this agreement: ------------------------------------------------------------------------------ PERIOD ZONE CABLING TERMINATION CABINETS ------------------------------------------------------------------------------ February 11, ]995 - February 10, 1999 500 Units ------------------------------------------------------------------------------ February 11, 1999 - February 10, 2000 1,000 Units ------------------------------------------------------------------------------ February 11, 2000 - February 10, 2001 2,500 Units ------------------------------------------------------------------------------ 4 EXHIBIT "B" DISTRIBUTOR LISTING The following is a list of existing arrangements for distribution of AATK's products that are excluded from this agreement: 1. Alltel Supply, Inc. 2. AMP Incorporated 3. Anicom, Inc 4. Anixter, Inc. 5. Arrow Electronics, Inc 6. Capco Communications, Inc. 7. CED - American Electric, Inc 8. Coleman's Mining & Electrical, Inc 9. Com-Stor, Inc 10. Core Data Com, Inc 11. Energy Electrical Cable, Inc. l2. Graybar 13. Hughes Supply,lnc. 14. Ingram Micro ]5. Kent Datacom, Inc. 16. Lucent Technologies, Inc. 17. Platt DSV Resource Center 18. Sprint North Supply 19. State Electric Supply Co. (West VA) 20. Southern Distributors 21. Tech Data, Inc 22. Wescon, Inc. 5 EXHIBIT "D" Current Products & List Prices of American Access Technologies, Inc. ENCLOSURES: List 1. ZCTC1024-LP-BAL-33 Standard enclosure with a new face $ 775.00 (must use two FP-B33-25 kits per unit) (Consolidation-distribution point) 2. ZCTC1024-LP-Bal-00 Standard enclosure with a new face $ 758.00 (conduit entry and exit only) (Consolidation-distribution point) 3. ZCTC1024-HR-BAL-33 Hubs & Routers Enclosure w/ easy access $1,084.00 BAL-33 penetrations. (Must use two FPB33- 25 kits) 4. ZCTC1024-HR-BAL-00 Hubs & Routers Enclosure w/ conduit entry only. (No FP kits needed.) $1,043.00 5. ZCTC 0822-RF Consolidation enclosure for a 8" raised floors. (Non-plenum) $ 346.00 Capacity up to 192 port 4/pr. 6. ZCTC 0622-RF Consolidation enclosure for a 6" 346.00 raised floor. (Non-plenum) Capacity up to 9Lport 4/pr. ACCESSORIES & FITTINGS: 1. FP-B33-25 Foam kit plenum rated Kit includes 24 foam sheets $ 47.00 (3 1/4"X3"X 1/4") 2. FP-C33-25 Foam kit non-plenum rated $ 22.00 Kit includes 24 foam sheets (3 1/4" X 3" X 1/4") 3. GK-LP-1 Grommet kit for cable entries $ 11.34 (replacement kit) 4. S0-2U Stand off bracket 2U (3.50") $ 20.20 7 5. S0-4U Stand off bracket 4U (7.00") $28.03 6. HRMP Hub & Router Mounting Plate $41.22 (This plate mounts on top of the Hubs & Routers to hold and configure patch panels and connecting devices.) 7. 1US This is a one "U" short bracket for $11.34 mounting (1 3/4") wire management, 24 port patch panels or fiber module brackets. Short (1U X 2 1/4' Tall) 8. 1UL Bracket $11.95 mounting (1 3/4") wire management, 24 port patch panels or fiber module brackets. Long (1U X 3 1/4" Tall) 9. 2US This is a 2 "U" short bracket for $15.66 mounting (3 1/2") equipment. 3 1/2" X 3 1/4" Tall 10. 2UL This is a two "U" Long bracket for $15.66 mounting (3 1/2") equipment. 3 1/2" X 3 1/4" Tall 11. BNS Bay Networks 1U bracket (to mount $24.32 hubs or router to the equipment mooning plate.) Comes in pr. 2 per set 12. BNL Bay Networks 2U bracket (to mount $25.14 hubs or router to the equipment mounting plate.) Comes in pr. 2 per set 13. 3CS 3COM 1U Mounting brackets (pr) $26.17 14. 3C2 3COM 2U Mounting brackets (pr) $28.44 15. DM-STD Equipment mounting plate (Standard $41.11 unit - old style.) 16. DM-LP Equipment mounting plate (New LP $44.11 style for Hubs & Routers 17. DM-HRC Equipment mounting plate (New HR $48.23 style for Hubs & Routers - Cisco 18. G-28 Fan Motor for the HR Unit. (Specify CFM) $68.84 Replacement part 8 19. G-28-T 12 Volt transformer for the fan motor. $12.98 Replacement part 20. G-28-G Fan motor gasket. $ 3.92 Replacement part KNOBS: REPLACEMENT PARTS 1. RBK Round black knob. (old style - door) $11.54 2. TBK Thumb knob / Black (door) $13.81 3. LTK Locking thumb knob (door) $30.71 4. TLK Tool type locking knob (door) $35.04 ASSEMBLIES: For mounting equipment on top of the Hubs & Routers 1. 1U-DM-HR Equipment mounting plate to install patch $79.96 panels and such type of devices. Using a 1 U inch Hub. (Parts assembled; 1-DM-HR, 2-2US, 2-2UL, 2-1US) 2. 2U-DM-HR Equipment mounting plate to install patch $83.45 panels and such type of devices. Using a 2U thick Hub. (Parts assembled; 1-DM-HR, 4-2US, 2-2UL, 2-1 US) 9 EXHIBIT 8.4 November 27, 1996 Mr. Bob Story American Access Technologies, Inc. Dear Mr. Story: This letter sets forth the terms and conditions under which Capital International Securities Group, Inc. (CSI) will render certain investment banking services to American Access Technologies, Inc. (the "Company") related to proposed $100,000 bank loan and private placement of the Company's securities. 1. CSI proposes to use its best efforts to offer securities on behalf of the Company in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Private Placement"), the sale of which will result in gross proceeds of up to $450,000. CSI shall have the right to approve the ultimate offering, including but not limited to the Private Placement Memorandum and all ancillary documentation which shall be furnished by the Company. It is anticipated that the offering will be Convertible Preferred Stock. 2. The Company represents to CSI that the Private Placement Memorandum will be accurate and complete in all material respects and will not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. All information furnished to CSI by the Company will be accurate and complete in all material respects at the time furnished and CSI does not assume responsibility for the information furnished. The Company confirms that CSI, in rendering its services hereunder, may use and rely on such information without independent verification thereof. 3. In consideration for CSI services in connection with the Private Placement, the Company agrees to pay CSI a fee equal to 12% of the gross proceeds of Private Placement and non-accountable expenses equal to 3% of the gross proceeds of the offering at the closing. CSI shall receive a commission of 3% of the bank loan upon closing of the loan. 4. The term of the CSI engagement hereunder shall extend for a period ending November 30, 1999 unless extended by mutual agreement of the parties hereto. The Company will pay CSI the cash fee set forth in paragraph 3 hereof with respect to any securities sold in the offering up to the maximum amount of the offering based on sales to (i) those potential investors which will have been contacted by CSI during its engagement hereunder; (ii) any subsidiary or affiliate thereof. CSI shall also have the right of first refusal for a period of three years after the date hereof, contingent on CSI successful completion of the Private Placement, to act as the Company's managing underwriter or offering agent for any public offerings or private placement of its securities contemplated by the Company or any of its subsidiaries, and to act as the Company's agent for any merger involving the Company or any of its subsidiaries, the acquisition by the Company or any of its subsidiaries of any entity or the assets thereof and the acquisition of the Company or any of its subsidiaries by another entity. The right of first refusal herein shall not apply to borrowing by the Company from bankers other lending institutions unless otherwise arranged by CSI. This right of first refusal shall be on terms equal to those proposed by third parties, and CSI shall be required to promptly advise the Company as to whether its desires to exercise the right of first refusal herein, and in all events it shall advise the Company within a period of 30 days after a proposal is submitted by the Company to CSI. 5. In addition to any fees that may be payable to CSI, and regardless of whether a financing is consummated, the Company hereby agrees to reimburse CSI for all of its accountable out-of-pocket fees and expenses arising out of CSI efforts on the Company's behalf, provided that any such expenses exceeding $5,000 in total shall require your express written consent. Reasonable out-of-pocket fees and expenses include, but are not limited to, costs such as the cost of legal fees, telephone, telecopier, courier services, accommodations and travel. All such expenses shall be credited against the non-accountable expense allowance payable upon completion of the offering. Upon the earlier of the termination or expiration of this Agreement, or the consummation of the Private Placement, all outstanding costs and expenses shall be due and payable. 6. The Company will indemnify CSI and its officers, directors and employees against all claims, damages, liability and litigation expenses (including the expenses of CSI, in connection with, its investigation and defense of any such claim involving litigation) as the same are incurred, related to or arising out of its activities hereunder, including any actual or alleged misrepresentation or omission of a material fact from the Company's Private Placement Memorandum. 7. The services or advice to be provided by CSI hereunder shall not be disclosed publicly or made available to third parties not affiliated with the Company without CSI prior written approval, which approval shall not be unreasonably withheld, except as required by law, including but not limited to the Company's obligations under the applicable securities laws. All information concerning the Company that is not publicly available will be treated by CSI as confidential and will be revealed to third parties only on a need-to-know basis, unless legally compelled. 8. This agreement shall be governed by the laws of the state of Florida and may not be amended or modified except in writing signed by both parties. 9. This agreement and all rights and obligations thereunder shall be binding upon and inure to the benefit of each party's successors and may not be assigned without the other party's 2 consent. 10. The Company agrees to allow CSI to have a representative attend all Board of Directors meetings at the Company during the term of this Agreement. CSI will receive ten (10) days' written notice of such meetings. If the foregoing meets with your acceptance and is in accordance with your understanding, please so indicate by signing and returning to us the enclosed duplicate of this letter. Yours very truly, CAPITAL INTERNATIONAL SECURITIES GROUP, INC. By: /s/ --------------------------------- Agreed to and Accepted this 24th day of December, 1996. AMERICAN ACCESS TECHNOLOGIES, INC. By: /s/ Bob Story ------------------------------- Bob Story President 3 EXHIBIT 8.5 MANAGEMENT AGREEMENT THIS AGREEMENT made this 21st day of October, 1996, by and between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation (the "Corporation"), and Vic Murray & Sons, ("Manager"). WITNESSETH: WHEREAS, the Corporation desires to retain Manager; and, WHEREAS, Manager desires to provide management services to the Corporation. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: l. MANAGEMENT. Manager will provide management assistance to the corporation by performance of the following: - Organize policies and procedures for organization of the business operations. - Assist other management consultants in the securing short-term and long-term financial needs for the corporation - Supervise the development of products and services - Consult with and employ legal, accounting, and industry consultants to assist in the organization and operation of the corporation - Other duties as directed by the Board of Directors 1. PAYMENT. Manager will be authorized Ten Thousand ($10,000) per month as payment for services. However, beginning as authorized by the board of directors, manager will be paid One Thousand Three Hundred Thirty Six ($1,386) per week and the balance due will accrue to manager. Accrued compensation under this agreement will be settled as directed by the board of directors; but, shall be on or before December 31, 1998. 2. TERM: The term of this agreement shall be on a month by month basis and terminated with either party giving notice of at least 30 days prior to anticipated termination. In no event shall this arrangement exceed eighteen (18) months in duration. 4. ENTIRE AGREEMENT: This is an entire agreement employing and incorporating all verbal agreements and understanding and any additional changes, amendments or modifications must be made in writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES, Inc. /s/ --------------------------------- /s/ By: /s/ --------------------------------- --------------------------------- Its: Director /s/ "Manager" --------------------------------- /s/ /s/ Victor E. Murray --------------------------------- ------------------------------------- Vic Murray --------------------------------- ------------------------------------- MANAGEMENT AGREEMENT THIS AGREEMENT made this 1st day of March, 1997, by and between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation (the "Corporation"), and Steve R. Jones, ("Manager"). WITNESSETH: WHEREAS, the Corporation desires to retain Manager; and, WHEREAS, Manager desires to provide management services to the Corporation. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. MANAGEMENT. Manager will provide management assistance to the corporation by performance of the following: - Organize policies and procedures for organization of the business operations. - Assist other management consultants in the securing short-term and long-term financial needs for the corporation - Supervise the development of products and services - Consult with and employ legal, accounting, and industry consultants to assist in the organization and operation of the corporation 2. PAYMENT. Manager will be authorized Five Thousand ($5,000) per month as payment for services. However, beginning as authorized by the board of directors, parties agree manager will be paid Six Hundred Ninety Three ($693) per week and the balance due will accrue to manager. Accrued compensation under this agreement will be settled as directed by the board of directors; but, shall be on or before December 31, 1998. 3. TERM: The term of this agreement shall be on a month by month basis and terminated with either party giving notice of at least 30 days prior to anticipated termination. In no event shall this arrangement exceed eighteen (18) months in duration. 4. TAX LIABILITY: Parties acknowledge that any taxes, state or federal, on compensation paid under this agreement shall be the duty and responsibility of the manager. 5. ENTIRE AGREEMENT: This is an entire agreement employing and incorporating all verbal agreements and understanding and any additional changes, amendments or modifications must be made in writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES, Inc. /s/ --------------------------------- /s/ By: /s/ --------------------------------- --------------------------------- Its: Director /s/ "Manager" --------------------------------- /s/ /s/ Steve R. Jones --------------------------------- ------------------------------------- (Steve R. Jones) MANAGEMENT AGREEMENT THIS AGREEMENT made this 21st day of October, 1996, by and BETWEEN ACCESS TECHNOLOGIES, INC., a Florida corporation (the "Corporation"), and Steven K. Robinson, ("Manager"). WITNESSETH: WHEREAS the Corporation desires to retain Manager, and, WHEREAS, Manager desires to provide management services to the Corporation. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. MANAGEMENT, Manager will provide management assistance to the corporation by performance of the following: - Organize policies and procedures for organization of the business operations. - Assist other management consultants in the securing short-term and long-term financial needs for the corporation. - Supervise the development of products and services. - Consult with and employ legal, accounting, and industry consultants to assist in the organization and operation of the corporation. 2. PAYMENT. Manager will be authorized Five Thousand ($5,000) per month as payment for services. However, beginning as authorized by the board of directors, parties agree manager will be paid Six Hundred Ninety Three ($693) per week and the balance due will accrue to manager. Accrued compensation under this agreement will be settled as directed by the board of directors; but, shall be on or before December 31, 1998. 3. TERM: The term of this agreement shall be on a month by month basis and terminated with either party giving notice of at least 30 days prior to anticipated termination. In no event shall this arrangement exceed eighteen (18) months in duration. 4 TAX LIABILITY: Parties acknowledge that any taxes, state or federal, on compensation paid under this agreement shall be the duty and responsibility of the manager. 5. ENTIRE AGREEMENT: This is an entire agreement employing and incorporating all verbal agreements and understanding and any additional changes, amendments or modifications must be made in writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES, Inc. /s/ --------------------------------- /s/ By: /s/ Victor E. Murray --------------------------------- --------------------------------- Its: Director /s/ "Manager" --------------------------------- /s/ /s/ Steven K. Robinson --------------------------------- ------------------------------------- (Steven K. Robinson) MANAGEMENT AGREEMENT THIS AGREEMENT made this 21st day of October, 1996, by and between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation (the "Corporation"), and NACEX, Inc. ("Manager"). WITNESSETH: WHEREAS, the Corporation desires to retain Manager; and, WHEREAS, Manager desires to provide management services to the Corporation. NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. MANAGEMENT. Manager will provide management assistance to the corporation by performance of the following: - Organize policies and procedures for organization of the business operations. - Assist other management consultants in the securing short-term and long-term financial needs for the corporation - Supervise the development of products and services - Consult with and employ legal, accounting, and industry consultants to assist in the organization and operation of the corporation - Make financial projections - Select Investment Bankers to assist the financing for the corporation - Selecting and employing outside accountants - Other duties as directed by the Board of Directors 1. PAYMENT. Manager will be authorized Five Thousand ($5,000) per month as payment for services. However, beginning as authorized by the board of directors, manager will be paid Six Hundred Ninety Two ($692) per week and the balance due will accrue to manager. Accrued compensation under this agreement will be settled as directed by the board of directors; but, shall be on or before December 31, 1998. 2. TERM: The term of this agreement shall be on a month by month basis and terminated with either party giving notice of at least 30 days prior to anticipated termination. In no event shall this arrangement exceed eighteen (18) months in duration. 4. ENTIRE AGREEMENT: This is an entire agreement employing and incorporating all verbal agreements and understanding and any additional changes, amendments or modifications must be made in writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES, INC. /s/ --------------------------------- /s/ By: /s/ Victor E. Murray --------------------------------- --------------------------------- Its: Director /s/ "Manager" --------------------------------- /s/ /s/ --------------------------------- ------------------------------------- (Nacex, Inc.) --------------------------------- ------------------------------------- EXHIBIT 8.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made as of August 28, 1997 between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation (the "Corporation"), and STEVE R. JONES, an individual (the "Consultant"). WHEREAS, the Corporation had developed specialized products for the telecommunications industry; and WHEREAS, Consultant has been in the service of the Company as President and director; and WHEREAS, the Corporation and the Consultant wish to change Consultant's status with the Corporation to an independent consultant; THEREFORE, in consideration of the premises and covenants herein set forth, it is agreed as follows: 1. Engagement. Corporation hereby engages Consultant as an independent consultant on the terms and conditions set forth herein and Consultant hereby resigns as an officer, director and employee of the Corporation. 1.1 Consultant will consult with the Corporation at its request in the areas of his expertise at mutually acceptable times and places at twenty (20) hours per month. 1.2 Consultant shall not, without the prior written consent of the Corporation, directly or indirectly, during the term of this Agreement, render services of business, professional or commercial nature to any other person or entity, whether for compensation or otherwise, or engage in any activity competitive with or adverse to the Corporation's business or welfare, whether alone, as a partner or member, or as an officer, director, employee or 5% or greater shareholder of a corporation. 2. Term of Engagement. Subject to the provisions set forth herein, the term of Consultant's engagement hereunder shall continue for five (5) years. 3. Duties. Such consultation shall be scheduled so as not to interfere with Consultant's other employment and shall not be in excess of twenty (20) hours per month without Consultant's consent. 4. Compensation. For all services he may render to the Corporation during the term of this Agreement and in consideration of his agreement no to compete as set forth in paragraph 1.2, Consultant shall receive the following compensation: 4.1 Consultant shall receive a base fee at the rate of $30,000 per year paid quarterly in arrears. 4.2 Additional compensation: (i) Consultant shall be issued an option to purchase 40,000 of the Corporation's Common Stock on the last day of each year of the consulting term hereunder. Each option granted herein shall be exercisable for three (3) years from the date of issue. The exercise price of each such option shall be 125% of the average of the closing bid and asked price of the Corporation's Common Stock as reported on the date of issue, or if there is no such quotation on the date of issue, the next prior date on which there was such a quotation. (ii) In the event Consultant is the procuring cause of the Corporation's acquisition of a new product or business by license, purchase, merger, stock exchange, or otherwise, he shall be entitled to receive additional compensation of five (5%) 2 of the value of such transaction as determined by the Corporation and its investment bankers, which sum shall be paid within ten (10) days of closing of any such transaction. 5. Agreements concerning Stock. Consultant currently owns 400,000 shares of the Corporation's Common Stock and 70,000 $8.00 Stock Purchase Warrants. Consultant hereby agrees to return 200,000 shares of such stock to the Corporation and all of the $8.00 Stock Purchase Warrants to the Corporation upon execution hereof to be used for recruitment and incentives for officers, directors and key employees. With respect to his remaining 200,000 shares, Corporation agrees to include such shares for sale by Consultant in its registration statement filed in connection with its outstanding stock purchase warrants. Consultant agrees that he will not sell or transfer any such shares in an amount greater than 10,000 shares in any month for the 24 months following execution of this agreement. In order to facilitate the restrictions on resale contained herein, Consultant will deposit such shares in a brokerage account with Capital International Securities, Inc. with irrevocable instructions to honor the foregoing sale and transfer restrictions. 6. Trade Secrets. Consultant agrees that he will not, during or two years after the termination of his engagement with the Corporation, furnish or make accessible to any person, firm, corporation or any other entity any trade secrets, technical data, customer list, sales representatives, or know-how including use of patents and patents pending acquired by him during the term of his employment with the Corporation which relates to the past and current business, practices, methods, processes, programs, equipment or other confidential or secret aspects of the business of the Company, or its subsidiaries or 3 affiliates or any portion thereof, without the prior written consent of the Corporation, unless such information shall have become public knowledge, other than being divulged or made accessible by Consultant. 7. Non-disclosure. During the term of his engagement and for two (2) years after its termination. Consultant will not, directly or indirectly, disclose the names of the Corporation's customers, prospects or sales representatives or those of its subsidiaries and affiliates or attempt to influence such customers or representatives to cease doing business with the Company or its subsidiaries or affiliates. Consultant shall communicate and make known to the Corporation all knowledge possessed by him which he may legally impart relating to any methods, developments, designs, processes, programs, services, and ideas which concern in any way the business or prospects of the Corporation and its subsidiaries and affiliates from the time of entering his employment until the termination thereof. 8. Conflict of Interest. Consultant agrees that during the term of his engagement and any extensions thereof, he will comply with the policy of the Corporation with respect to the Corporation entering into, directly or indirectly, any transactions with any business organization or other entity in which he or any member of his family has a direct or indirect ownership interest. 9. Miscellaneous. 9.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. The rights granted 4 both parties herein are cumulative and the election of one shall not constitute a waiver of such party's right to assert all other legal remedies available under the circumstances. 9.2 Any notice to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation, at the address of its principal place of business, and any notice to be given to Consultant shall be addressed to him at his home address last shown on the records of the Corporation, or such other address as either party may hereafter designate in writing to the other. Any notice shall be deemed duly given when mailed by registered or certified mail, postage prepaid, as provided herein. 9.3 The provisions of the Agreement are severable, and if any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 9.4 The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors and assignees of the Corporation. 9.5 This Agreement supersedes all prior agreements and understandings between the parties hereto, oral or written, and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced. 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. AMERICAN ACCESS TECHNOLOGIES, INC. By: /s/ ---------------------------------- /s/ Steve R. Jones ------------------------------------- STEVE R. JONES 6 EXHIBIT 8.7 MANAGEMENT TERMINATION AGREEMENT THIS MANAGEMENT TERMINATION AGREEMENT ("Agreement") is made as of December 9, 1997 between AMERICAN ACCESS TECHNOLOGIES, INC. a Florida corporation (the"Corporation"), and STEVEN K. ROBINSON, an individual ("Robinson"). WHEREAS, parties entered into a management agreement dated October 21, 1996; and WHEREAS, Robinson was issued shares of common stock of the Corporation in exchange for future management services to the Corporation; and WHEREAS, parties mutually wish to terminate and conclude the management agreement. THEREFORE, in consideration of the premises and covenants herein set forth, it is agreed as follows: 1. Termination. Robinson hereby resigns as an officer, director and employee of the Corporation. 2. Agreement concerning Stock. Robinson currently owns 400,000 shares of the Corporation's Common Stock and 70,000 $8.00 Stock Purchase Warrants. Robinson hereby agrees to return 200,000 shares of such stock to the Corporation upon execution hereof to be used for recruitment and incentives of officers, directors and key employees. With respect to the remaining 200,000 shares, Corporation agrees to include such shares for sale by Robinson in its registration statement filed in connection with its outstanding stock purchase warrants. Robinson agrees that he will not sell or transfer any such shares in an amount greater than 10,000 shares in any month for the 24 months following execution of this agreement. 3. Trade Secrets. Robinson agrees that he will not, for two years from the date of this agreement, furnish or make accessible to any person, firm, corporation or any other entity any trade secrets, technical data, customer list, sales representatives, or know-how including use of patents and patents pending acquired by him during the term of his employment with the Corporation which relates to the past and current business, practices, methods, processes, programs, equipment or other confidential or secret aspects of the business of the Company, or its subsidiaries or affiliates or any portion thereof, without the prior written consent of the Corporation, unless such information shall have become public knowledge, other than being divulged or made accessible by Consultant. 4. Non-disclosure. During the term of his engagement and for two (2) years after the date of this agreement, Robinson will not, directly or indirectly, disclose the names of the Corporation's customers, prospects or sales representatives or those of its subsidiaries and affiliates or attempt to influence such customers or representatives to cease doing business with the Company or its subsidiaries or affiliates. Robinson shall communicate and make known to the Corporation all knowledge possessed by him which he may legally impart relating to any methods, developments, designs, processes, programs, services, and ideas which concern in any way the business or prospects of the Corporation and its subsidiaries and affiliates from the time of entering his employment until the termination thereof. 5. Miscellaneous. 5.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. The rights granted both parties herein are cumulative and the election of one shall not constitute a waiver of such party's right to assert all other legal remedies available under the circumstances. 5.2 Any notice to be given to the Corporation under the terms of this agreement shall be addressed to the Corporation, at the address of its principal place of business, and any notice to be given to Robinson shall be addressed to him at his home address last shown on the records of the Corporation, or such other address as either party may hereafter designate in writing to the other. Any notice shall be deemed duly given when mailed by registered or certified mail, postage prepaid, as provided herein. 5.3 The provisions of the Agreement are severable, and if any provisions of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 5.4 The rights and obligations of the Corporation under this Agreement shall enure to the benefit of and be binding upon the successors and assignees of the Corporation. 5.5 This Agreement supersedes all prior agreements and understandings between the parties hereto, oral or written, and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced. 6. Settlement. Parties acknowledge that accrued management fees will be paid to Robinson on or before January 15, 1998. 7. Arbitration. Parties agree that should any dispute arise in the administration of this agreement, that the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with its location in Orange County, Florida. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES, Inc. /s/ --------------------------------- /s/ By: /s/ Victor E. Murray --------------------------------- --------------------------------- Its: President /s/ Steven K. Robinson --------------------------------- /s/ /s/ Steven K. Robinson --------------------------------- ------------------------------------- EXHIBIT 8.8 PURCHASE AGREEMENT THIS AGREEMENT, made this 21 day of October, 1996 by and between: "SELLER" Victor E. Murray 105 Fox Ridge Run Longwood, Florida, 32750 "BUYER" American Access Technologies, Inc. 604 Savage Ct. Longwood, Florida, 32750 1. WHEREAS, the SELLER has been a manufacturers representative for various Telecommunications manufacturers, suppliers and has sold to various distributors; and, 2. WHEREAS, the SELLER is the sole stockholder of Vic Murray & Associates, Inc. and desires to sell this stock to American Access Technologies, Inc. 3. NOW, therefore the parties hereby agree as follows: 1) Price: Seller will be paid by Buyer, One Thousand Dollars ($1,000) for One Thousand shares of Vic Murray & Associates, Inc., Common Stock. These shares represent all of the issued and outstanding shares of the Vic Murray & Associates, Inc. common stock at November 1, 1996. 2) Transfer Date: Shares will be transferred on November 1, 1996. 3) Liabilities: Seller represents and warrants that as of the transfer date, there no current or otherwise outstanding claims and/or liabilities against Vic Murray & Associates, Inc. Further, he will save and defend buyer of any such claims, damages, or suits arising from past business operations. 4) Arbitration: Any and all disputes and/or claims between the parties of this agreement will be settled by arbitration under the rules of the American Arbitration Association at Seminole County, Florida. 4. REPRESENTATION AND WARRANTS: Seller warrants and represents that as of the date of this agreement here are no liabilities, liens or encumbrances against Vic Murray & Associates, Inc. The Seller further warrants and represents that as of the date of this agreement, that there are no other outstanding shares of Stock of Vic Murray & Associates, Inc., no UCC's have been filed against the corporation and no Chattel Mortgages have been filed against the stock of the corporation. 5. FINANCIAL STATEMENTS: Attached and incorporated herein as (exhibit A), are the Balance Sheet and Income Statements as of October 31, 1996 which is a true and correct reflection of the Financial Statement of Vic Murray & Associates, Inc. This representation will survive the closing of this transaction. 6. ENTIRE AGREEMENT: All parties to this agreement hereby verify and attest that jointly and severally, each party have negotiated and agreed to this purchase transaction and that there are no other agreements that have been made, whether orally or written. IN WITNESS THEREOF, the parties as listed above executed this agreement on the date as above written. /s/ /s/ Victor E. Murray --------------------------------- ----------------------------------------- Victor E. Murray President - Vic Murray & Associates, Inc. /s/ --------------------------------- /s/ /s/ Bobby E. Story --------------------------------- ----------------------------------------- Bobby E. Story Secretary - American Access Technologies, /s/ Inc. --------------------------------- Exhibit "A" Page 1 VIC MURRAY & ASSOCIATES, INC. Balance Sheet October 31, 1996 12-31-95 10-31-96 ASSETS Cash $ 109 $ 949 Loans to Stockholder 1,197 ------ ------- Total Assets $1,306 $ 949 ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Other Misc. $ 306 ------ Total Liabilities 306 Stockholders' Equity Common Stock (7,000 shares authorized, 1,000 issued) $1 par 1,000 $ 1,000 Retained Earnings 0 (51) ------ ------- Total Stockholders' Equity 1,000 949 ------ ------- Total Liabilities and Stockholders' Equity $1,306 $ 949 ====== ======= The above Balance Sheet is true and correct to the best of my knowledge and belief. /s/ Victor Murray --------------------------- Victor Murray Date: October 31, 1996 Exhibit "A" Page 2 VIC MURRAY & ASSOCIATES, INC. Income Statement Oct 96 YTD 1996 Commissions Earned $ 7,301 $93,005 Commissions Paid 3,945 36,015 ------- ------- Gross Profit 3,355 56,991 Gen & Adm Expenses: Advertising 375 Accounting 950 Auto & Truck 337 2,806 Bank Charges 15 120 Contributions 50 Dues & Subs. 96 1,332 Entertainment 1,812 5,496 Insurance - Auto 188 2,106 Insurance-Gen 207 2,375 Insurance - W/C 60 911 Legal 2,385 2,735 License 30 853 Office Supplies 875 7,051 Outside Services 250 2,248 Postage - UPS 76 1,400 Office Rent 428 3,740 Repairs & Maint 317 Trade Shows 1,730 Travel 2,115 Telephone 608 5,482 Sales Promotions 329 769 Utilities 295 2,392 ------- ------- Total Expenses 7,992 47,353 ------- ------- Net Income ($4,636) $ 9,637 ======= ======= The above Income Statement is true and correct to the best of my knowledge and belief. /s/ Victor Murray ---------------------- Victor Murray Date: October 31, 1996 INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA Certificate Number Shares 2 **1,000** VIC MURRAY & ASSOCIATES INC. 5,000 SHARES AUTHORIZED PAR VALUE $1.00 COMMON STOCK This Certifies that AMERICAN ACCESS TECHNOLOGIES, INC. is the registered holder of _________________________________ Shares of the Common Stock of Vic Murray & Associates Inc. fully paid and non-assessable transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed. this 1ST day of NOVEMBER A.D. 1996 /s/ B. E. STORY /s/ VICTOR E. MURRAY -------------------------------- --------------------------------- SECRETARY PRESIDENT [CORPORATE SEAL] INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA Certificate Number Shares 1 **1,000** VIC MURRAY & ASSOCIATES INC. 5,000 SHARES AUTHORIZED PAR VALUE $1.00 COMMON STOCK This Certifies that VICTOR E. MURRAY is the registered holder of _________________________________ Shares of the Common Stock of Vic Murray & Associates Inc. fully paid and non-assessable transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed. this 21ST day of DECEMBER A.D. 1994 /s/ DOEIS H. MURRAY /s/ VICTOR E. MURRAY -------------------------------- --------------------------------- SECRETARY PRESIDENT [CORPORATE SEAL] For Value Received, I hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] TO AMERICAN ACCESS TECHNOLOGIES INC. ---------------------------------------- ONE THOUSAND ---------------------------------------- (1,000) Shares ------------------------------------- represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________ ______________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power and substitution in the premises. Dated: November 1, 1996 In presence /s/ Victor E. Murray -------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. EXHIBIT 8.9 PROMISSORY NOTE --------------- $100,000.00 DECEMBER 2, 1996 ----------- ---------------- The undersigned AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation formerly known as American Access Technology, Inc., ("Maker") value received, promises to pay to BRIDGE BANK, LTD. ("BBL"), or assigns, at _________________ or at such other location as the holder hereof shall specify to Maker, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) one year from the date hereof. Interest shall accrue on this note from the date hereof at the rate of 1.5% per annum. After the maturity of any installment of principal or interest which is not paid when due, interest on such unpaid installment shall accrue at the highest rate allowed by law. This Note shall be prepaid out of the proceeds of any sale of securities of the Maker. In addition to, and not in limitation of the foregoing, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder that are not paid when due. If default be made in the payment of any amount herein provided for, then, or at any time thereafter, at holder's option the security given to secure the payment of this Note may be foreclosed. Failure to exercise such option, or any other rights holder may have in the event of any such default, shall not constitute a waiver of the right to exercise such option or any other rights in the event of any subsequent default, whether of the same or a different nature. This Note may be prepaid in full or in part at any time and from time to time without premium or penalty. The Maker hereby consents to any extensions of time, renewals, releases or any party to this note, waivers or modifications that may be granted on consented to by the holder in respect of the time of payment or any other provisions of this Note. Maker hereby waives requirement of presentment of this Note. This Note is made under and governed by the laws of the State of Florida. AMERICAN ACCESS TECHNOLOGIES, INC. By: /s/ ------------------------------------ CFO, Secretary 2 EXHIBIT 11.1 AMERICAN ACCESS TECHNOLOGIES, INC. (A Development Stage Enterprise) STATEMENT RE: COMPUTATION OF NET LOSS PER COMMON SHARE Year Ended December 31, 1997 1996 ---------- ----------- Net Loss $ (426,455) $ (61,642) ========== =========== Weighted Average Common Shares Outstanding 3,033,000 2,800,000 Adjustments to Reflect Requirements of the Securities and Exchange Commission SAB 83: Common stock issued to director within the period 50,000 50,000 ---------- ----------- Total weighted average number of common shares and equivalents 3,083,000 2,850,000 ========== =========== Net Loss per Common Share $ (0.14) $ (0.02) ========== =========== EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form SB-2 of our report dated March 25, 1998 (which contains an explanatory paragraph that describes a condition that raises substantial doubt as to the ability of the Company to continue as a going concern) relating to the financial statements of American Access Technologies, Inc. appearing in such Prospectus. We also consent to the reference to us under the headings "Experts" in such Prospectus. RACHLIN COHEN & HOLTZ Miami, Florida April 23, 1998