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Gundaker/Jordan American Holdings Inc – ‘PREC14A’ for 9/25/01

As of: Friday, 8/24/01 · For: 9/25/01 · Accession #: 1012709-1-500629 · File #s: 0-18974 (PRE 14A), 0-18974 · Correction: This Filing’s metadata (e.g., “Filed as of” Date) was Corrected by the SEC on 4/8/02. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/24/01  Gundaker/Jordan American Hol… Inc PREC14A®    9/25/01    1:114K                                   FilePoint EDGAR Sv… 2/FA

Preliminary Proxy Solicitation Material – Contested Solicitation — Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Jordan American Holdings                              50    182K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Directors and Executive Officers Management Proposals to the Shareholders Voting Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
5	Management
"	Directors and Executive Officers
10	Certain Relationships and Related Transactions
12	Voting Security Ownership of Certain Beneficial Owners and Management
14	Proposals to the Shareholders

PREC14A 1st Page of 50 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
--------------------------------------------------------------------------------
JORDAN AMERICAN HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of the transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

----------------------------------------------------------------------

PREC14A 2nd Page of 50 TOC 1st Previous Next ↓Bottom Just 2nd
JORDAN AMERICAN HOLDINGS, INC.
333 WEST VINE STREET, SUITE 206
LEXINGTON, KENTUCKY 40507
(859) 254-2240
-------------------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 25, 2001

-------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Jordan
American Holdings, Inc., a Florida corporation (the "Company"), will be held on
Tuesday, September 25, 2001, at 10:00 A.M., Eastern Daylight Time, in the
Company's offices at 333 West Vine Street, Suite 206, Lexington, Kentucky 40507,
for the following purposes, all of which are set forth more completely in the
accompanying proxy statement:

1. To remove W. Neal Jordan as a Class I Director of the Company;

2. To elect a total of four persons to the Board of Directors, one for a
one-year term, one for a two-year term, and two for a three-year term;

3. To amend the Company's Articles of Incorporation to change the name of
the Company to "IMPACT Holdings, Inc.;"

4. To amend the Company's 1991 Stock Option Plan;

5. To ratify the selection of Spicer, Jeffries & Co. as the Company's
independent auditor; and

6. To transact such other business as may properly come before the
meeting.

Pursuant to the Company's Bylaws, the Board of Directors has fixed the close of
business on August 6, 2001, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.

A FORM OF PROXY IS ENCLOSED. THE ANNUAL REPORT OF THE COMPANY, INCLUDING ITS
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2000, IS ALSO ENCLOSED IF YOU DID
NOT RECEIVE A COPY OF IT IN CONNECTION WITH THE COMPANY'S PROXY SOLICITATION
EARLIER THIS YEAR. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.

BY ORDER OF THE BOARD OF DIRECTORS

Charles R. Clark, Chairman of the Board

Lexington, Kentucky
September 4, 2001

PREC14A 3rd Page of 50 TOC 1st Previous Next ↓Bottom Just 3rd
JORDAN AMERICAN HOLDINGS, INC.
333 WEST VINE STREET, SUITE 206
LEXINGTON, KENTUCKY 40507
(859) 254-2240

-----------------------------------

PROXY STATEMENT

-----------------------------------

The enclosed proxy is solicited by the Board of Directors of Jordan American
Holdings, Inc., a Florida corporation (the "Company" or "JAHI"), for use at the
Company's Annual Meeting of Shareholders to be held on September 25, 2001, at
10:00 A.M., Eastern Daylight Time, in the Company's offices at 333 West Vine
Street, Suite 206, Lexington, Kentucky 40507 (the "Meeting"). The Company had
originally called an Annual Meeting of Shareholders to be held on May 22, 2001,
and had solicited proxies for that scheduled meeting. However, that meeting did
not achieve a quorum and, as a result, that meeting was not held. THEREFORE,
EVEN IF YOU VOTED BY PROXY IN CONNECTION WITH THE SCHEDULED MAY 2001 MEETING,
YOU NEED TO VOTE AGAIN NOW IN CONNECTION WITH THE SEPTEMBER 2001 MEETING IN
ORDER FOR YOUR VOTE TO COUNT.

You are urged to indicate your vote on each matter in the space provided. The
form of proxy provides a space for you to withhold your vote for or to vote
against any proposal. If no space is marked, then the proxy will be voted by the
persons therein named at the meeting: 1) for the removal of W. Neal Jordan as a
Class I Director of the Company; 2) for the election of four Directors to serve
varying terms as specified elsewhere herein; 3) in favor of the proposal to
amend the Company's Articles of Incorporation to change the Company's name; 4)
for the amendment of the Company's 1991 Stock Option Plan; 5) for the
ratification of the selection of the Company's independent auditors; and 6) in
their discretion, upon such other business as may properly come before the
meeting. Whether or not you plan to attend the meeting, please fill in, sign and
return your proxy card in the enclosed envelope.

The approximate date on which this statement and the enclosed proxy will first
be sent to Shareholders is September 4, 2001. The cost of proxy solicitation by
the Board of Directors will be borne by the Company. In addition to solicitation
by mail, directors, officers and employees of the Company may solicit proxies
personally and by telephone and telegraph, all without extra compensation. The
Company has also engaged the firm of D.F. King & Co., Inc., to assist the
Company in the solicitation of proxies. The Company has agreed to pay that firm
the sum of $10,000 plus $4.00 for each Shareholder whom that firm contacts and
to reimburse the firm's expenses in connection with its efforts on behalf of the
Company.

At the record date for the meeting, the close of business on August 6, 2001, the
Company had outstanding 14,217,266 shares of $.001 par value common stock (the
"Common Stock") and 2,000,000 shares of 2000 variable rate convertible
cumulative preferred stock (the "Preferred Stock"). Each share of Common Stock
entitles the holder thereof on the record date to one vote on each matter
submitted to a vote of Shareholders. The Preferred Stock is non-voting.

PREC14A 4th Page of 50 TOC 1st Previous Next ↓Bottom Just 4th
Only holders of the Common Stock of record at the close of business on August 6,
2001, are entitled to notice of and to vote at the Meeting. If there are not
sufficient votes for approval of any of the matters to be voted upon at the
Meeting, then the Meeting may be adjourned in order to permit further
solicitation of proxies. The quorum necessary to conduct business at the Meeting
consists of a majority of the outstanding shares of Common Stock. The election
of Directors will be by a plurality of votes cast, either in person or by proxy,
at the Meeting. The approval of the proposals covered by this Proxy Statement,
other than the election of Directors, will require an affirmative vote of the
holders of a majority of the shares of Common Stock of the Company voting in
person or by proxy at the Meeting.

Although the Company has not received any written notice regarding opposition to
any of the foregoing proposals, it knows that Mr. Jordan opposed all of the
foregoing proposals at the meeting of the Company's Board of Directors on June
27, 2001. The Company is also aware of a letter dated August 16, 2001, addressed
to the Shareholders of the Company from Mr. Jordan in which he states that he
intends "to wage a proxy contest for control of Jordan American with its
incumbent management." As a result, it is expected that Mr. Jordan will oppose
his removal as a Director of the Company and the nominees for Director
recommended by the Company and may oppose all of the other proposals presented
to the Shareholders at the Meeting.

The Board of Directors urges you not to sign any proxy card sent to you by Mr.
Jordan. If you have previously signed and returned a proxy card sent to you by
Mr. Jordan, you can revoke it by signing, dating and mailing the enclosed proxy
card in the enclosed envelope.

A STOCKHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER TO
REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE
SECRETARY OF THE COMPANY, BY EXECUTING A LATER-DATED PROXY, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON. UNLESS AUTHORITY IS WITHHELD, PROXIES THAT ARE
PROPERLY EXECUTED WILL BE VOTED FOR THE PURPOSES SET FORTH THEREON.

If you have any questions, or need any assistance in voting your shares, please
call D.F. King & Co., Inc., who is assisting the Company in the solicitation of
proxies. Its toll-free telephone number is (800) 669-5550.

PREC14A 5th Page of 50 TOC 1st Previous Next ↓Bottom Just 5th
MANAGEMENT
----------

DIRECTORS AND EXECUTIVE OFFICERS

The Company currently has five Directors serving on its Board. The Directors and
Executive Officers of the Company are as follows:

NAME AGE POSITIONS

Charles R. Clark 41 Chairman of the Board; Chief
Investment Officer

A.J. Elko (2) 38 Director; President and Chief
Executive Officer

Emmett Pais 37 Chief Financial Officer

Gerald L. ("Jerry") Bowyer 38 Director
(1) (2) (3)

Richard K. Williams 34 Director
(1) (2) (3)

W. Neal Jordan 61 Director

---------------------------------

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) On May 30, 2001, a majority of the Directors then remaining in office
elected Messrs. Bowyer and Williams as Directors of the Company. They
filled the vacancies created by the resignations of Herald Stout and Terri
W. Abady as Directors of the Company on May 21 and 28, 2001, respectively.
Neither Mr. Stout nor Ms. Abady in their respective written notices of
resignations indicated that the reason for resignation was a disagreement
with the Company on any matter relating to the Company's operations,
policies or practices. At the time of their respective resignations,
however, both Mr. Stout and Ms. Abady were aware of the differences that
had arisen between Messrs. Clark and Elko on the one hand and Mr. Jordan on
the other hand regarding the appropriate future course of the Company's
business and of certain actions of Mr. Jordan. For more detail regarding
the differences and proposed actions, please see "PROPOSALS TO THE
SHAREHOLDERS - Removal of W. Neal Jordan as a Class I Director of the
Company."

Charles R. Clark has served as Chairman of the Board and Chief Investment
Officer of the Company since June 1, 2001; a Director of the Company since
August 1995; and as the Chief Market Analyst of the Company since July 1999. He
served as Chief Executive Officer of the

PREC14A 6th Page of 50 TOC 1st Previous Next ↓Bottom Just 6th
Company from October 1997 through July 1999 and Senior Assistant Portfolio
Manager of the Company from August 1995 to June 1, 2001. He has served as
President of Equity Assets Management, Inc., a Delaware corporation ("New EAM"),
a registered investment adviser and wholly-owned subsidiary of the Company,
since June 4, 2001, and as its Vice President from its formation in November
2000 until June 4, 2001. Mr. Clark is currently Chairman of the Board of IMPACT
Management Investment Trust, an affiliated open-end investment company. He has
also served as President of IMPACT Financial Network, Inc. ("IFNI"), a
registered broker-dealer and since 1991 a wholly-owned subsidiary of the
Company, since June 4, 2001, and was Vice President of IFNI from August 1995 to
June 4, 2001. From August 1995 until his appointment as Chief Executive Officer,
Mr. Clark served as Chief Operating Officer, prior to which time he served as
Vice President of the Company and, beginning in 1991, Technical Research
Analyst. Mr. Clark received a B.S. in Management and Administrative Science from
the University of Northern Colorado in 1984 and an M.A. in Biblical Studies from
the Dallas Theological Seminary in 1991.

A.J. Elko has served as President and Chief Executive Officer of the Company
since June 1, 2001, and a Director of the Company since November 23, 1999. He
served as Chief Operating Officer and Chief Financial Officer of the Company
from August 1999 until June 1, 2001 and Secretary of the Company since February
1999. Mr. Elko also served as Vice President of Finance and Operations of the
Company from January 1999 through August 1999. Mr. Elko is currently President
of the Board of IMPACT Management Investment Trust. Mr. Elko also is a
registered Financial Officer and Vice President of IFNI. He has served since
June 4, 2001, as President of IMPACT Administrative Services, Inc. ("IASI"),
which is a mutual fund servicing company, a registered transfer agent and a
wholly-owned subsidiary of the Company, and was Vice President of IASI from
January 1999 to June 4, 2001. He has also been President of IMPACT Tax and
Business Services, Inc. ("ITABS"), which provides professional tax planning and
tax preparation services for individuals, businesses, not-for-profit
organizations, estates and trusts, since its formation in October 2000. Prior to
1999, Mr. Elko provided consulting services to the Company in his capacity as
President of Albert John & Company, Inc., a registered transfer agent with the
Securities and Exchange Commission (the "SEC") and a company which specializes
in providing administrative services to small mutual funds. In 1995, Mr. Elko
founded A.J. Elko & Associates LLC (the "LLC"), a provider of professional tax
planning and preparation services for individuals, businesses, estates, and
trusts, and served as its President prior to selling the LLC to the Company in
November 2000. See "MANAGEMENT - Certain Relationships and Related
Transactions." Mr. Elko received his Bachelor of Science Degree in Business
Administration with an emphasis in Accounting from Duquesne University in 1985.

Emmett Pais has served as Chief Financial Officer of the Company since June 1,
2001. He has also served as Secretary and Treasurer of IFNI, IASI and ITABS
since June 4, 2001. He has also been the Accounting and Tax Manager of ITABS
since November 1, 2000. Mr. Pais worked as an accountant and tax preparer for
John W. Sinichak, C.P.A., from March 1998 through October 2000. He served in the
Audit Department of USBANCORP, Inc., from August 1997 until March 1998 and
worked as an auditor for the Allegheny County Controller's Officer from August
1995 until August 1997. Mr. Pais received his Bachelor of Science Degree in
Business/Accounting from the University of Pittsburgh in August 1995 and became
licensed as a Certified Public Accountant in December 1997.

PREC14A 7th Page of 50 TOC 1st Previous Next ↓Bottom Just 7th
Gerald L. ("Jerry") Bowyer is host of The Jerry Bowyer Program, a daily
Pittsburgh radio program launched in 1999 focusing on business, leadership,
politics and current events. Mr. Bowyer also hosts Pennsylvania Newsmakers and
Focus on the Issues, weekly syndicated public affairs television programs
discussing politics and policy issues in Pennsylvania. In addition to hosting
his radio and television programs, Mr. Bowyer served from 1995 until earlier
this year as President of the Allegheny Institute, a non-partisan research and
educational institute and the first think tank in the United States dedicated
exclusively to the study of local public policy issues.

Richard K. Williams has been the owner/operator of Stars Yogurt, a chain of
retail drive-thru smoothie/yogurt stores in the metropolitan area of Tampa,
Florida, since 1989. Mr. Williams has been a member of the Kirkland S. & Rena B.
Lamb Foundation (the "Lamb Foundation") since 1990 and has served as one of the
three members of the investment committee for the Lamb Foundation since 1998. As
of the record date, the Lamb Foundation held of record 3,850,000 shares of the
Company's common stock, making it the second largest holder of the Company's
common stock, and 2,000,000 shares of the Company's preferred stock as the only
holder of the Company's preferred stock. The Lamb Foundation's equity interest
in the Company stems from its 1993 investment in the Company of $3,000,000 in
cash. Mr. William received a B.A. in Business from Wheaton College in 1989.

W. Neal Jordan has been a Director of the Company since April 1993; and served
as the Chairman of the Board of the Company from August 1, 1995 through June 1,
2001; as Chief Executive Officer of the Company from July 1999 through June 1,
2001, and from August 1995 until October 1997; and as Chief Investment Officer
of the Company from October 1997 through June 1, 2001. He was President of New
EAM from its formation in November 2000 through June 4, 2001. He had served as
the President, Chief Executive Officer and Portfolio Manager of Equity Assets
Management, Inc., a Florida corporation ("Old EAM"), from Old EAM's inception in
1972 until its merger into the Company in 1995. He was President of IFNI, which
he founded in 1986, through June 4, 2001.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

All of the persons who were Directors of the Company during the fiscal year
ended December 31, 2000 (collectively, the "2000 Directors"), attended all of
the meetings of the Board during that year. During fiscal 2000, there were a
total of five regular and no special Board meetings held, and one action taken
by written consent without a meeting. The Board has two committees, which are
the Audit and Compensation Committees. During fiscal 2000, the Compensation
Committee met on two occasions and the Audit Committee met on one occasion. Ms.
Abady was unable to attend one compensation Committee meeting because she was
out of town. Other than that, all of the 2000 Directors attended all of the
meetings of committees of the Board of which they respectively were members
during the fiscal year. The Board does not have a standing nominating committee
or any other committee performing a similar function.

The Compensation Committee makes recommendations to the Board as to executive
salaries, reviews salaries and benefits of executives, and recommends bonuses
and stock option awards for directors, officers and other employees of the
Company. From May 30, 2000, until the respective resignations of Ms. Abady and
Mr. Stout as Directors of the Company on May 21

PREC14A 8th Page of 50 TOC 1st Previous Next ↓Bottom Just 8th
and 28, 2001, respectively, Mr. Stout, as Chairperson, Ms. Abady and A.J. Elko
comprised the Board's Compensation Committee. Since June 1, 2001, Gerald L.
("Jerry") Bowyer, as Chairperson, Richard K. Williams and A.J. Elko have
comprised the Board's Compensation Committee.

The Audit Committee recommends to the Board of Directors the engagement of
independent auditors for the ensuing year; reviews the scope of the annual
audit; reviews with auditors the results of the audit engagement, including
review of the financial statements and the management letter; and reviews the
scope of and compliance with the Company's internal controls. The Audit
Committee has reviewed and discussed the audited financial statements with the
Company's management. In addition, the Audit Committee has discussed with, and
has received from, the Company's independent auditors all matters and written
disclosures contemplated by the rule on Audit Committee Reports implemented by
the SEC. Based on the foregoing, the Audit Committee recommended to the Board
that the audited financial statements be included in the Company's Annual Report
on Form 10-KSB for the fiscal year 2000 for filing with the SEC. At the present
time, the Company is not required to adopt, and the Board has not adopted, a
written charter for the Audit Committee.

Teri W. Abady, as Chairperson, Charles R. Clark and Herald Stout comprised the
Board's Audit Committee from May 30, 2000, until, as to Ms. Abady and Mr. Stout,
their resignations as Directors of the Company on May 21 and 28, 2001,
respectively, and as to Mr. Clark, until July 27, 2001. Ms. Abady was an
"independent" member of the Audit Committee, as independence is defined under
Rule 4200(a)(14) of the Listing Standards of the National Associations of
Securities Dealers, Inc. (the "NASD"). The Company also considered Mr. Stout to
be an "independent" member of the Audit Committee within the foregoing
definition because (1) Mr. Stout was an independent contractor of the Company
and of IFNI when he was an Investment Advisor Representative with the Company
and a Registered Representative of IFNI from June 4, 1997 to December 31, 1999
and (2) Mr. Stout received nominal compensation from the Company and IFNI as a
result of those independent contractor relationships. Gerald L. ("Jerry")
Bowyer, as Chairperson, and Richard K. Williams have comprised the Board's Audit
Committee since June 27, 2001. Messrs. Bowyer and Williams are "independent"
members of the Audit Committee, as independence is defined under Rule
4200(a)(14) of NASD's Listing Standards.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The SEC has implemented a rule that requires companies to disclose in their
proxy statements information with respect to reports that are required to be
filed pursuant to Section 16 of the Securities Exchange Act of 1934, as amended,
by directors, officers and 10% Shareholders of each company, if any of those
reports are not filed timely. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to the Company during 2000 and Forms 5, if any with
respect to that year, the Company has determined that, A.J. Elko, a Director and
Executive Officer of the Company, did not file one Form 4 on a timely basis and
that all other required filings were made in a timely manner.

PREC14A 9th Page of 50 TOC 1st Previous Next ↓Bottom Just 9th
EXECUTIVE OFFICER COMPENSATION

The following tables provide information with respect to the compensation paid
or accrued by the Company and its subsidiaries to the Company's Chief Executive
Officer in all capacities and all other executive officers of the Company who
received combined salary and bonus compensation in 2000 in excess of $100,000.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

Long Term
Annual Compensation Compensation
---------------------------------------------------- ------------
Securities
Other Underlying
Annual Options/
Salary Bonus Compensation(1) SARs
Name and Principal Position Year ($) ($) ($) (#)
---------------------------- --------- ---------- ----------- -------------- ------------

W. Neal Jordan, 2000 182,500 108,953 0 12,500
Chairman of the Board, 1999 150,000 52,823 4,375 (2) 725,232
Chief Executive Officer and 1998 143,438 0 0 12,500
Chief Investment Officer

A.J. Elko, 2000 112,500 4,000 0 12,500
Director, Chief Operating 1999 85,000 0 0 100,000
Officer, Chief Financial 1998 0 0 0 0
Officer and Secretary

(1) The table does not include amounts for personal benefits extended to
Executive Officers by the Company, such as, but not limited to, health or
life insurance. The Company believes that the incremental cost of those
annual benefits during 1998-2000 did not exceed the lesser of $50,000 or
10% of their total annual salary and bonus.

(2) Payment of previously deferred compensation.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
Number of
Securities % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Base Price Expiration
Name Granted Employees ($/Share) Date
--------------- ------------ ------------ ----------- ----------

W. Neal Jordan 12,500 21.3% $.352 3/1/10

A.J. Elko 12,500 21.3% $.32 3/1/10

PREC14A 10th Page of 50 TOC 1st Previous Next ↓Bottom Just 10th
DIRECTOR COMPENSATION

Through 2000, the Company paid each non-employee Director of the Company $500
per calendar quarter for service as a director, and $500 annually for each
committee upon which the non-employee Director served. Beginning in 2001, the
Company pays each non-employee Director of the Company $1,000 per quarter for
regular Board meetings, $250 for each special Board meeting attended and $250
for each committee meeting attended. In addition, pursuant to the Company's 1991
Stock Option Plan, as amended (the "Plan"), mandatory grants of options to
purchase the following number of shares of the Company's Common Stock are to be
awarded to Directors on an annual basis: 12,500 shares for serving as a
Director; 1,250 shares for serving on one or more committees, and 1,250 for
serving as Chairman of one or more committees. Under the Plan, all options
granted to Directors (i) have a maximum term of ten years from date of grant,
(ii) have a minimum exercise price of 100% of the fair market value of the
Company's common stock on the date of grant and (iii) vest immediately upon the
date of grant.

EMPLOYMENT AGREEMENTS

W. Neal Jordan had an employment agreement with the Company from 1991 until its
expiration on August 14, 2001. Pursuant to the agreement, Mr. Jordan had served
as the head of the Company's investment advisory business. The employment
agreement provided for an initial annual base salary of $150,000, and increases
at the discretion of the Board of Directors. The Board of Directors had approved
an increase to $175,000 effective January 1, 2000, citing the additional
responsibilities taken on by Mr. Jordan as the Company's Chief Executive
Officer, and approved an additional increase to $250,000 effective October 1,
2000, citing the salary comparability study for the positions held by Mr. Jordan
as the Company's Chief Executive Officer and Chief Investment Officer. The
Company's Board of Directors removed Mr. Jordan from the positions of Chief
Executive Officer and Chief Investment Officer on June 1, 2001, and replaced him
as the head of the Company's investment advisory business on June 4, 2001. The
Company continued to pay Mr. Jordan the salary and certain employee benefits
pursuant to his employment agreement until its expiration.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of August 6, 2001, approximately 7.64% of the Company's issued and
outstanding shares of Common Stock were held in the Company's client accounts.
In April 1997, the Company discontinued all directed purchasing activities for
clients related to JAHI stock and warrants. Since then, the Company has handled
transactions in JAHI securities for clients only as instructed in writing by the
clients. See "VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT." Another potential conflict of interest that exists as a result of
the Mr. Clark's ownership of common stock in the Company and control over the
Company's client accounts is that Mr. Clark may be faced with the issue of
whether to advise the Company's clients to sell the Company's common stock,
which sale may have an adverse effect on the market price of the Company's
common stock and thus on Mr. Clark's equity investment in the Company. Mr. Clark
is limited only by his fiduciary obligation to its clients.

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In November 2000, the Company, through a wholly-owned subsidiary, IMPACT Tax and
Business Services, Inc., purchased substantially all of the assets of A.J. Elko
& Associates, LLC (the "LLC"), a provider of tax planning and preparation
services for individuals, businesses, estates and trusts. A.J. Elko, a Director,
the President and Chief Executive Officer of the Company, owned all of the
outstanding interests in the LLC. The Board, with Mr. Elko abstaining, had
approved the transaction. The Company (i) paid Mr. Elko $75,000 in cash, (ii)
granted Mr. Elko ten year options to purchase 100,500 shares of the Company's
common stock at an exercise price of $0.20 per share and (iii) agreed to pay Mr.
Elko an additional $10,000 in cash pursuant to an earn-out provision.

PREC14A 12th Page of 50 TOC 1st Previous Next ↓Bottom Just 12th
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 6, 2001, certain information
regarding the Company's Common Stock owned of record or beneficially by (i) each
person who owns beneficially more than 5% of the Company's outstanding Common
Stock; (ii) each of the Company's Directors and Executive Officers; and (iii)
all Directors and Executive Officers as a group.

NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF
OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
-------------------------------- ----------------------- ----------------

W. Neal Jordan 4,836,483 (2) 32.9%
223B Main Street
Boxford, Massachusetts 01921

Kirkland S. & Rena B. Lamb 3,850,000 (3) 27.1%
Foundation
5612 Meletio
Dallas, Texas 75230

Charles R. Clark 227,350 (4) 1.6%
333 W. Vine St., Ste. 206
Lexington, KY 40507

A. J. Elko 210,750 (5) 1.5%
333 W. Vine St., Ste. 206
Lexington, KY 40507

Emmett Pais 0 *
2993 Jacks Run Road
White Oak, PA 15131

Gerald Bowyer 0 *
820 Pine Hollow Rd.
McKees Rocks, PA 15136

Richard Williams 3,850,000 (6) 27.1%
207 Chapman Rd.
West Lutz, FL 33549

All Directors and Executive Officers 9,124,583 (7) 60.5%
as a group (6 persons)

-----------------------------

* Less than 1%.

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(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.

(2) Includes 334,095 shares issuable upon exercise of the IPO Underwriter's
warrants and stock purchase warrants included therein owned by Mr. Jordan;
42,500 shares issuable upon exercise of public warrants owned by Mr.
Jordan; and 109,232 shares issuable upon exercise of options granted to Mr.
Jordan. Excludes 550,600 shares held in certain irrevocable trusts
established for Mr. Jordan's children, as to which trusts Mr. Jordan
recently appointed a new trustee after the resignation of Charles R. Clark
as the trustee.

(3) Does not include 571,428 shares issuable upon conversion of 2,000,000
shares of Preferred Stock. The Preferred Stock is non-voting.

(4) Includes 13,100 shares owned by his relatives, as to which shares Mr. Clark
disclaims any beneficial interest, and 205,250 shares issuable upon
exercise of options granted to Mr. Clark. Excludes 45,000 shares issuable
upon the exercise of options granted to Mr. Clark that are not exercisable
within 60 days after the record date. Also excludes 5,000 shares issuable
upon exercise of stock purchase warrants owned by Mr. Clark's relatives, as
to all of which shares Mr. Clark disclaims any beneficial interest.
Excludes 1,133,828 shares and 307,238 shares underlying warrants that are
held in the Company's client accounts (see "Certain Transactions" above
regarding the Company's securities held in client accounts).

(5) Includes 180,750 shares issuable upon exercise of options granted to Mr.
Elko. Excludes 76,000 shares issuable upon the exercise of options granted
to Mr. Elko that are not exercisable within 60 days after the record date.

(6) Represents the shares of the Company's common stock owned of record by the
Lamb Foundation because Mr. Williams, as a member of the investment
committee of the Lamb Foundation, is deemed a "beneficial owner" of those
shares because he shares the power to direct the voting or disposition of
those shares. Mr. Williams disclaims any beneficial interest in those
shares.

(7) It is expected that Mr. Jordan will oppose his removal as a Director of the
Company and the nominees for Director recommended by the Company and may
oppose all of the other proposals presented to the Shareholders at the
Meeting. Mr. Jordan owns of record 30.6% of the outstanding shares of the
Company's common stock entitled to vote at the Meeting (the "Voting
Stock"). He may also be able to influence the trustee he recently appointed
for the irrevocable trusts of his children, which collectively own of
record 3.9% of the Voting Stock, to vote with him. The Lamb Foundation has
indicated to the Company that it has no confidence in Mr. Jordan's ability
to manage the Company and opposes Mr. Jordan's efforts to control the
Company. The Lamb Foundation and the other members of the Company's
management collectively own 27.4% of the Voting Stock.

PREC14A 14th Page of 50 TOC 1st Previous Next ↓Bottom Just 14th
PROPOSALS TO THE SHAREHOLDERS

Four of the five members of the Board of Directors, with Mr. Jordan casting the
only negative vote, approved the following proposals as of June 27, 2001, for
presentation to the Company's Shareholders:

1. REMOVAL OF W. NEAL JORDAN AS A CLASS I DIRECTOR OF THE COMPANY.

It is intended that votes will be cast pursuant to the accompanying proxy to
remove W. Neal Jordan as a Class I Director of the Company. Section 3 of Article
III of the Company's Bylaws and Florida corporate law permit the removal of a
Director, with or without cause, by the Shareholders. Removal of Mr. Jordan as a
Director requires a vote in favor of removal by the holders a majority of the
shares of Common Stock of the Company voting in person or by proxy at the
Meeting.

Events that occurred earlier this year have culminated in the removal of Mr.
Jordan on June 1, 2001, from all positions with the Company and its subsidiaries
by the Company's Board of Directors; in litigation filed by Mr. Jordan and one
of his children on June 27, 2001, which was amended on August 2, 2001, to
include five of his six children, against the Company and Messrs. Clark and
Elko; and in this proposal for his removal as a Director of the Company. The
events can be summarized in three categories as follows:

1. Mr. Jordan's interest in using the Company's funds for sports
gambling.

2. Mr. Jordan's desire to abandon the Company's business plan implemented
over the last few years to diversify revenue sources in favor of
dismantling all of the Company business activities other than its
investment advisory and related broker-dealer activities, which are
the only operations of the Company in which Mr. Jordan primarily
participated historically and which would then become the Company's
sole source of any revenue.

3. Mr. Jordan's expressed intent to take control of the Company's Board
of Directors at the Annual Meeting of Shareholder scheduled to be held
on May 22, 2001, by proposing and voting for his own nominees for the
two directorships up for election without any disclosure about his
nominees' qualifications to the other Shareholders of the Company or
any knowledge of those other Shareholders of the slate of candidates
in opposition to the slate presented by the Company's management or
any chance for them to vote on the two competing slates.

4. Mr. Jordan's potentially illegal insider trading activities.

MR. JORDAN'S SPORTS GAMBLING INTEREST.
--------------------------------------

In late February or early March of 2001, Mr. Elko, then the Company's Chief
Financial Officer, had informed Mr. Jordan that the estimated revenue to be
generated from the Company's investment advisory business during all of 2001 was
not promising. Mr. Elko suggested to Mr. Jordan

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that the Company use $30,000 of its cash on hand (about 1% of its assets at the
time) for aggressive investment in the securities markets in an attempt to
generate realized equity gains and thus create additional revenue for 2001. Mr.
Jordan indicated to Mr. Elko a general approval of the aggressive approach but
told Mr. Elko that Mr. Jordan may have a better investment alternative for the
Company's funds.

Later in the first quarter of 2001, Mr. Jordan contacted Mr. Elko and suggested
to Mr. Elko that the Company should consider betting on sports games as a more
attractive alternative for investment of the Company's funds. Mr. Elko disagreed
with Mr. Jordan and stated his belief that, even if such sports-related gambling
were legal, it would not be a wise use of the funds of a public company,
especially one engaged in the money management business. Mr. Jordan in essence
responded that the wisdom of the Company's engagement in sports-related gambling
would not matter if the Company made money from such gambling. Mr. Elko told Mr.
Jordan that Mr. Elko would consult with corporate legal counsel about Mr.
Jordan's suggestion.

Mr. Elko contacted corporate legal counsel, who advised Mr. Elko that sports
related gambling may be illegal and questioned the appropriateness of using the
funds of a public company for such gambling. Mr. Elko relayed the legal
counsel's advice to Mr. Jordan. Special legal counsel in Nevada was also
contacted, and it was determined that the sports-related gambling that Mr.
Jordan proposed for the Company can be legally done within the United States
only in person within the State of Nevada. Nevertheless, Mr. Jordan thereafter
contacted Mr. Elko on multiple occasions to pursue the idea of sports-related
gambling by the Company. Mr. Jordan even faxed a gambling business plan to Mr.
Elko purporting to indicate the high degree of probability that sports-related
gambling would produce significant revenue for the Company. Mr. Elko continued
to oppose the idea of gambling by the Company and, as the Company's Chief
Financial Officer, refused to release any of the Company's funds to Mr. Jordan
for that purpose.

On June 1, 2001, Mr. Elko reported to the Board of Directors that Mr. Jordan had
asked Mr. Elko to have the Company issue Mr. Jordan checks in amounts small
enough to avoid detection in an audit so that Mr. Jordan could use those funds
for sports-related gambling on behalf of the Company. Mr. Elko also reported to
the Board of Directors that Mr. Jordan had asked Mr. Elko to have the Company
lend Mr. Jordan $10,000 to use for sports gambling. Mr. Elko rejected both
requests.

At the meeting of the Company's Board of Directors on June 1, 2001, Mr. Jordan
acknowledged his interest in using funds of the Company for sports-related
gambling. He also acknowledged such interest in an affidavit filed in the
pending litigation described later in this proposal. In the affidavit, Mr.
Jordan specifically stated that he "believed controlled betting on baseball
implementing proper money management techniques had a better potential for
favorable returns and was less risky, in my view, than gambling on options."

On June 5, 2001, the Company inspected the offices of New EAM in Andover,
Massachusetts, at which Mr. Jordan had worked prior to his removal from all
officer positions with the Company and the termination of his employment with
the Company. At that time, the Company found a number of files indicating that
Mr. Jordan was placing personal bets on sporting events through organizations
located in foreign countries, ranging from Antigua, Costa Rica, Jamaica to
Australia. In one instance, Mr. Jordan had requested that Canbet Sports
Bookmarkers Pty. Limited, located in Australia, allow him to open an
unidentified "corporate account," but

PREC14A 16th Page of 50 TOC 1st Previous Next ↓Bottom Just 16th
that request was denied. No Company funds were used for any of these bets or for
any gambling activities.

At the hearing in the pending litigation on July 23, 2001, the presiding judge
characterized Mr. Jordan's interest in using corporate funds for sports gambling
as the "wildest thing [the judge had] ever heard of."

MR. JORDAN'S DESIRE TO DISMANTLE THE COMPANY.
---------------------------------------------

Early in 2001, Mr. Jordan started indicating to the other members of the
Company's management that he wanted to shut down the IMPACT Total Return
Portfolio (the "IMPACT Mutual Fund"), the Company's affiliated mutual fund
product. He took this position despite the fact that the IMPACT Mutual Fund had
since January 2001 been listed in The Wall Street Journal's Mutual Fund
Scorecard/Midcap Value section as one of the top performing mutual funds in its
category over the previous 12 months. In the most recent listing prior to the
date of this Proxy Statement, published on August 3, 2001, the IMPACT Mutual
Fund ranked in the top ten mutual funds in its class. In addition, during the
first seven months of 2001, the IMPACT Mutual Fund added new assets of
$2,015,000. The Company's investment advisor, mutual fund servicing and
broker-dealer affiliates receive annual aggregate gross fees ranging from 1.85%
to 2.60% (depending upon the class of shares sold) of the IMPACT Mutual Fund's
average daily net assets.

Because the other Executive Officers of the Company did not agree with Mr.
Jordan's position about the IMPACT Mutual Fund and other matters regarding the
Company, Mr. Elko approached Mr. Jordan in late March or early April 2001 about
the prospect of spinning off the Company's investment advisory business to Mr.
Jordan in exchange for Mr. Jordan's equity interest in the Company. Mr. Jordan
expressed interest in the proposal and asked Mr. Elko to prepare a more detailed
outline regarding the proposal. Over approximately the next six weeks, Mr.
Jordan requested more information from Mr. Elko regarding the proposal. After
Mr. Elko presented a more detailed outline of the proposal to Mr. Jordan, Mr.
Jordan requested more detailed information about it, including revenue
projections and financial reports. Mr. Elko had the requested information
prepared and met with Mr. Jordan on May 14, 2001, eight days before the
Company's Annual Meeting of Shareholders scheduled for May 22, 2001, to present
the information to Mr. Jordan.

At the May 14 meeting, instead of evaluating and discussing the detailed
proposal that Mr. Elko had prepared and was presenting to Mr. Jordan at Mr.
Jordan's request, Mr. Jordan instead informed Mr. Elko that Mr. Jordan intended
to take control of the Company. Mr. Jordan indicated that he was going to shut
down the IMPACT Mutual Fund and all of the other business activities of the
Company except the investment advisory business and its related broker-dealer
activities; close the new headquarters of the Company in Lexington, Kentucky,
that had been opened in November 2000 with the approval of the Company's Board
or Directors, including Mr. Jordan; and fire all of the Company's employees,
except three. Those three were a male assistant recently hired to assist Mr.
Jordan, a female assistant with whom Mr. Jordan lives and the Company's
portfolio administrator in Steamboat Springs, Colorado. Mr. Elko stated his
opinion that this course of action was not in the long-term best interest of the
Company's Shareholders and may create regulatory problems for the Company if not
properly handled.

PREC14A 17th Page of 50 TOC 1st Previous Next ↓Bottom Just 17th
Mr. Jordan also indicated that Mr. Jordan was going to oppose the election of
directors and the proposals to shareholders scheduled to be presented at the
Annual Meeting of Shareholders scheduled to be held on May 22, 2001. Mr. Jordan
stated that he planned to vote for his own nominees for the two directorships up
for election, which would give him control of three of the five members of the
Board of Directors.

MR. JORDAN'S ATTEMPT TO TAKE CONTROL OF THE COMPANY'S BOARD OF DIRECTORS.
-------------------------------------------------------------------------

Until May 14, 2001, the Executive Officers of the Company other than Mr. Jordan
were not aware of his plan to take control of the Company's Board of Directors.
At the regularly scheduled quarterly meeting of the Board of Directors on
February 20, 2001, the Board, including Mr. Jordan, approved various matters to
be presented to the Company's Shareholders at the 2001 Annual Meeting of
Shareholders. The Board unanimously voted to recommend the election of Charles
R. Clark and Gerald L. ("Jerry") Bowyer to the Board. The Board also unanimously
voted to recommend that the Company change its name to IMPACT Holdings, Inc. As
stated in both the May 2001 Proxy Statement and this Proxy Statement, the
purpose of the name change was to recognize the diverse services offered by the
Company under the IMPACT name. Please see "PROPOSALS TO THE SHAREHOLDERS -
Amendment of Articles of Incorporation to Change the Name of the Company."

As previously described, Mr. Jordan informed Mr. Elko only eight calendar days
before the Annual Meeting of Shareholders scheduled for May 22, 2001, of his
intent to vote against the slate of directors he had previously voted to
recommend to the Shareholders at the February 2001 Board meeting. That is also
when the Company learned that Mr. Jordan intended to attempt to install his own
then undisclosed slate of directors, terminate the other members of the
Company's current management and dismantle the Company. Shortly before the May
22 Annual Meeting, Mr. Elko further learned that Mr. Jordan had contacted one or
more of the other Shareholders of the Company to request that they join Mr.
Jordan in voting for his slate of Directors.

On the morning of the Annual Meeting but before its starting time, the sum of
the shares voted by proxy and Mr. Jordan's shares added up to more than 50%, the
minimum number required for a quorum to hold the meeting, but less than the
minimum to outvote Mr. Jordan. Mr. Clark, on behalf of himself and as the then
trustee of the irrevocable trusts for Mr. Jordan's children, and one other
Shareholder, upon learning of Mr. Jordan's intent, timely revoked proxies
already submitted to the Company.

The revocations resulted in a lack of a quorum for the meeting, which prevented
Mr. Jordan from taking control of the Board and allowed the meeting to be
rescheduled so that all of the Shareholders of the Company are able to vote with
knowledge of Mr. Jordan's intentions. More

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than 4,500,000 shares of the Company's Common Stock, or approximately 43.6% of
the then outstanding shares of the Company's Common Stock, were not voted, most
likely based at least in part upon the assumption that the Board's apparently
unanimous recommendations would be routinely approved. The Board on June 27,
2001, rescheduled the meeting to September 25, 2001, with a new record date of
August 6, 2001.

On June 27, 2001, Mr. Jordan commenced litigation in the United States District
Court for the Eastern District of Kentucky, Lexington Division, naming the
Company, Mr. Elko and Mr. Clark as defendants and seeking only injunctive
relief. Mr. Jordan demanded that the Company be prohibited from issuing any more
shares of Common Stock or taking any action which would dilute his percentage of
ownership of the Company. Jordan also requested that Mr. Clark be terminated as
the trustee of trusts that Mr. Jordan had created for the benefit of his
children.

Mr. Jordan's Complaint alleges violation by the Company of the federal
regulations relating to proxy solicitations, which he contends require the
Company to include express language in a proxy statement that management might
seek the revocation of a proxy. The Company contends that the federal proxy
regulations permit management to seek the revocation of a proxy because those
regulations define the terms "solicit' and "solicitation", which are used in the
Company's May 2001 Proxy Statement, to include a request to revoke a proxy.
Furthermore, the Company contends that the federal proxy regulations do not
require such express language in the circumstances that existed just prior to
the scheduled May 22 Annual Meeting of Shareholders.

Mr. Jordan further asserts that Messrs. Clark and Elko breached a fiduciary duty
to Shareholders in connection with the lack of the quorum at the Annual Meeting
of Shareholders scheduled for May 22, 2001. The Company and Messrs. Elko and
Clark deny any violation of law, including any regulations concerning proxy
solicitations and/or fiduciary obligations. Instead, the Company contends that
Mr. Jordan violated federal securities laws and his fiduciary obligations in
failing to disclose his intent to vote against the slate of directors
recommended by the Company's management, to terminate management, to reduce the
business and long-term diversification efforts, and to engage in sports gambling
efforts.

As of the date of this Proxy Statement, no decision or order of the court on
Jordan's Complaint or request for injunctive relief has been issued. At the
hearing held on July 23, 2001, the presiding judge preliminarily indicated that
the Annual Meeting of Shareholders scheduled for September 25, 2001, can be held
and that the record date of August 6, 2001, set by the Company's Board of
Directors can be the record date for the meeting. The presiding judge declined,
at that time, to grant Mr. Jordan's request that the Company be precluded from
issuing any authorized but unissued shares of its stock. He also stated at that
time that he was not going to enjoin the holder of the Company's Preferred Stock
[which is not a party to the litigation] from converting any of the Preferred
Stock to Common Stock. He also preliminarily indicated that any shares of stock
issued by the Company must have a fair price.

The presiding judge further said, "What court in Kentucky, what court in
Colorado, would remove a trustee [referring to Mr. Clark] for voting stock
contrary to Mr. Jordan's wishes and desires where he is talking about taking
corporate funds and going to Las Vegas and betting them." Nevertheless, in order
to eliminate any claims of conflict, Mr. Clark resigned as the trustee of the
trusts for Mr. Jordan's children in early August 2001.

PREC14A 19th Page of 50 TOC 1st Previous Next ↓Bottom Just 19th
On August 6, 2001, the Board approved the issuance of 3,100,000 shares of the
Company's Common Stock in exchange for 1,500,000 shares of the Company's
outstanding Preferred Stock held by the Lamb Foundation. The Common Stock issued
to the Lamb Foundation was valued at $0.165 per share, which was 65% above the
market price of $0.10 per share for the Common Stock on August 6, 2001. The
Company will pay the same cash dividends on the remaining Preferred Stock
through the end of 2002 as it would have paid before the exchange, but will pay
42.9% less cash dividends beginning in 2003 and thereafter because of the
reduced number of outstanding shares of Preferred Stock.

Mr. Jordan subsequently filed another motion with the Court asking that the Lamb
Foundation be prevented from voting these shares of Common Stock at the Annual
Meeting of Shareholders on September 25, 2001. The Company contends that no
basis exists for granting Mr. Jordan's motion as stated. The judge who presided
over the hearing on July 23, 2001, had subsequently withdrawn from presiding
over the pending litigation for scheduling reasons. The litigation is now
assigned to a different federal judge.

MR. JORDAN'S INSIDER TRADING ACTIVITIES.
----------------------------------------

The Company has been asked to provide information to the NASD concerning Mr.
Jordan's purchase of 10,000 shares of Company stock on May 21, 2001, and of an
additional 10,000 shares purchased on May 22, 2001. Mr. Jordan also attempted to
place a "good til canceled" order for 100,000 shares on May 21, 2001. However,
the Company, upon learning about it, demanded that the order be withdrawn and
Mr. Jordan complied with the demand. The NASD is investigating whether these
purchases constitute illegal insider trading as Mr. Jordan purchased the stock
during the time he knew he intended to take control of the Company but had not
disclosed that intent to the public.

SUMMARY.
--------

The Board recommends voting to remove Mr. Jordan as a Director of the Company
for the following reasons:

1. Mr. Jordan's imprudent and possibly illegal activities, including
potential use of Company funds for betting on sporting events, illegal insider
trading, and the attempted use of limited partnership funds, indicates that
Shareholders of the Company would be at increased risk if Mr. Jordan obtains
control of the Company. Specifically, before May 22, 2001, Jordan asked the
Company to invest or lend funds to Mr. Jordan to invest in a "program" to
determine the benefit of betting on gambling events. Mr. Jordan acknowledged his
interest in using Company funds for sporting events gambling at the Board
meeting on June 1, 2001, and in an affidavit filed in Court. Management
completely rejected any such idea.

Since the Board meeting on June 27, 2001, other action by Mr. Jordan
supports the Board's recommendation to remove him as a Director. On July 24,
2001, Mr. Jordan purchased 45,000 shares of Company stock with funds from the
Jordan Index Fund, a limited partnership of which Mr. Jordan is the general
partner. On July 25, 2001, Mr. Jordan requested that the purchase of those
45,000 shares be canceled and the purchase transferred to his

PREC14A 20th Page of 50 TOC 1st Previous Next ↓Bottom Just 20th
individual retirement account. This request was completed and the 45,000 shares
were purchased by Mr. Jordan with funds in his individual retirement account.

2. Mr. Jordan has stated in his Schedule 13-D, as amended on June 22, 2001,
that he intends to reduce the Company to its "core business." It is not in the
best interest of the Company or its Shareholders to eliminate the diversified
services developed by the Company over the last several years. These diversified
businesses provide varied revenue sources and several of these items are now
achieving the growth needed to improve shareholder value. The demise of these
efforts would revert the Company to its status before 1996 when it only offered
the investment advisory and related broker/dealer services.

Further, the Company's revenues from advisory fees during the first six
months of 2001 were down approximately 90% due primarily to decreased revenues
from performance fee based managed accounts. This decrease in performance fee
revenues resulted from investment losses during the last 12-month period in the
performance fee accounts. Performance fees are only earned when the fair market
value of accounts exceed their historical highs. Furthermore, as stated in the
Company's most recent quarterly report filed with the SEC, management of the
Company does not anticipate any performance billings (and thus no revenue)
during the last six months of this year due to the depressed value of these
accounts relative to their historical highs.

3. Mr. Jordan has no succession plan for control of the Company, leaving
the Shareholders dependent solely on one individual who is now in his early
60's.

4. The NASD is currently conducting an inquiry as to whether Mr. Jordan
engaged in illegal insider trading in connection with his May 2001 purchases of
shares of the Company's Common Stock in the open market.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF MR. JORDAN'S REMOVAL FROM THE BOARD OF
DIRECTORS.

2. ELECTION OF DIRECTORS

The Company's Articles of Incorporation provide that the Board be divided into
three classes, with all Directors in each class serving staggered three-year
terms or until their respective successors are qualified and elected. There are
presently five Directors divided into three classes.

W. Neal Jordan is a Class I Director, elected in 1999 to serve until the 2002
Annual Meeting of Shareholders. However, if the proposal to remove Mr. Jordan as
a Director of the Company is adopted by the Shareholders at the Meeting, his
term will end on the date of the Meeting.

A.J. Elko and Richard K. Williams are Class II Directors. Mr. Elko was elected
as a Director in 2000 to serve until the 2003 Annual Meeting of Shareholders.
Mr. Williams was appointed in accordance with the Company's Bylaws as a Director
on May 30, 2001, by a majority of the then remaining Directors of the Company to
serve until the 2001 Annual Meeting of Shareholders. As a result, Mr. Williams
is up for election this year as a Class II Director to serve until the 2003

PREC14A 21st Page of 50 TOC 1st Previous Next ↓Bottom Just 21st
Annual Meeting of Shareholders. For biographical information regarding Mr.
Williams, please see "MANAGEMENT - Directors and Executive Officers."

Charles R. Clark and Gerald L. ("Jerry") Bowyer are Class III Directors. Mr.
Clark was elected as a Director in 1998 to serve until the 2001 Annual Meeting
of Shareholders. Mr. Bowyer was appointed in accordance with the Company's
Bylaws as a Director on May 30, 2001, by a majority of the then remaining
Directors of the Company to serve until the 2001 Annual Meeting of Shareholders.
As a result, Messrs. Clark and Bowyer are up for election this year to serve as
a Class III Director until the 2004 Annual Meeting of Shareholders. For
biographical information regarding Messrs. Clark and Bowyer, please see
"MANAGEMENT - Directors and Executive Officers."

The Board has nominated M. Clare Gilchrist, Jr., to become a Class I Director to
serve until the 2002 Annual Meeting of Shareholders. Mr. Gilchrist, age 75,
retired as Quality Assurance Manager of the Synthetic Fuels Division of
Westinghouse Corp. in 1987. Prior to his retirement, he had worked for
Westinghouse Corp. in various capacities for 27 years since 1960. He established
a special quality training program for top management to change the culture
throughout the Synthetic Fuels Division. His prior experience included
engineering management of environmental, nuclear and waste management businesses
throughout the United States and foreign countries. He also once owned a real
estate business specializing in renovating rental properties. He graduated from
the University of Michigan with a BS degree in chemical engineering and took
additional courses at Georgia Tech, University of Idaho, University of
Pittsburgh and Massachusetts Institute of Technology.

Consequently, Mr. Gilchrist is a Board nominee for Class I Director and is
proposed for a term of one year, Mr. Williams is a Board nominee for Class II
Director and is proposed for a term of two years, and Messrs. Clark and Bowyer
are Board nominees for Class III Director and are proposed for a term of three
years.

It is intended that the votes will be cast pursuant to the accompanying proxy
for the four nominees named above, unless otherwise directed. The Board has no
reason to believe that any nominee will become unavailable to serve if elected.
However, if any nominee should be unavailable, then proxies solicited by the
Board will be voted for the election of a substitute nominee designated by the
Board.

W. Neal Jordan owns of record 30.6%, and the Lamb Foundation owns of record
27.1%, of the outstanding shares of the Company's Common Stock. If Mr. Jordan
and the Lamb Foundation were to vote for the same nominees, they would be able
to elect all of the Directors of the Company and thereby control the Company.
Depending on the percentage of the outstanding shares of the Company's common
stock constituting a quorum at a meeting of shareholders, Mr. Jordan
individually may be in a position to elect all of the Directors of the Company
and thereby control the Company.

Proxies cannot be voted for a greater number of persons than the four nominees
named above. The Directors will be elected by a plurality of the votes cast,
either in person or by proxy, at the Meeting. Votes cast as abstentions will not
be counted as votes for or against the election of the Director and therefore
will have no effect on the number of votes necessary to elect

PREC14A 22nd Page of 50 TOC 1st Previous Next ↓Bottom Just 22nd
the Directors. So-called "broker non-votes" (brokers failing to vote by proxy
shares of the Company's Common Stock held in nominee name for customers) will
not be counted at the Meeting and also will have no effect on the number of
votes necessary to elect a Director.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED NOMINEES FOR ELECTION TO
THE BOARD.

3. AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY.

The Company proposes to change its name to "IMPACT Holdings, Inc." The Board had
originally approved the presentation of this proposal to the Company's
Shareholders at the Board's February 2001 meeting by a unanimous vote, which
included the affirmative vote of Mr. Jordan. The Company, which is a holding
company for various wholly-owned subsidiaries, already utilizes the IMPACT name
in conducting much of its business. For example, the Company has subsidiaries
that include the sponsoring investment adviser for the IMPACT Management
Investment Trust ("IMIT"), a diversified open-end investment company, and
manages the IMPACT Total Return Portfolio, a mutual fund formed pursuant to
IMIT; a registered broker-dealer named IMPACT Financial Network, Inc.; a mutual
fund-servicing company named IMPACT Administrative Services, Inc.; and a tax
planning and preparation service named IMPACT Tax and Business Services, Inc.

The Board believes that the Company can develop more extensive brand-name
recognition in the marketplace through the consistent use of the IMPACT name.
Because the Company is a holding company for various subsidiaries operating
under the IMPACT name, the Board believes that adopting the corporate name
"IMPACT Holdings, Inc." is a logical strategy that will serve the best interests
of the Company. It is intended that the votes will be cast pursuant to the
accompanying proxy to approve the name change.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.

4. AMENDMENT TO THE COMPANY'S STOCK OPTION PLAN

It is intended that votes will be cast pursuant to the accompanying proxy to
approve the amendment of the Company's 1991 Stock Option Plan, as amended (the
"Plan"), to increase to 4,000,000 from 2,000,000 the number of shares of the
Company's Common Stock reserved for issuance pursuant to the exercise of stock
options granted pursuant to the Plan. The purpose of the Plan is to enable the
Company to offer to its directors, officers and other key employees incentives
to continue in the employ of the Company and to increase their identification
with the interests of the Company's Shareholders through additional ownership of
the Company's Common Stock. The Plan is administered by the Company's
Compensation Committee, or in lieu thereof, the Company's Board of Directors.

Options granted under the Plan may or may not be "incentive stock options"
("Incentive Options") within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), depending on the decision of the
granting authority on the date of grant. The exercise price of an option granted
under the Plan may not be less than 100% of the fair market value of the
Company's Common Stock at the date of grant (110% of such fair market value if
the grant is an

PREC14A 23rd Page of 50 TOC 1st Previous Next ↓Bottom Just 23rd
Incentive Option to an employee who owns more than 10% of the Company's
outstanding Common Stock). The period for which options may be exercised is
limited to no more than 10 years after date of grant (and no more than 5 years
after date of grant for Incentive Options if the grant is made to an employee
who owns more than 10% of the Company's outstanding Common Stock). Options
granted under the Plan may not be transferred by a participant in the Plan,
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in Section 414(p) of the Code, or
Title I of the Employee Retirement Income Security Act or the rules thereunder.
Under the Plan, if any shares of Common Stock that are subject to an option
cease to be subject to the option, such shares shall again be available for
distribution in connection with future grants under the Plan. The Company has
registered pursuant to the Securities Act of 1933, as amended, the first
1,000,000 of shares of Common Stock that are issued pursuant to the Plan.

Pursuant to the Plan, Directors of the Company receive mandatory annual grants
of options to purchase shares of Common Stock. In the first quarter of each
calendar year, Directors are granted options to purchase 12,500 shares of Common
Stock. A Director receives options to purchase an additional 1,250 shares of
Common Stock for each committee of the Board upon which the Director serves and
for chairmanship of each such committee. See "MANAGEMENT - Meetings of the Board
of Directors and Committees."

During the life of the Plan, options to purchase over 1,950,000 shares of the
Company's Common Stock have been issued. Although some of those options have
expired, the Company currently has approximately 200,000 shares of Common Stock
available for reservation pursuant to the grant of stock options in the future.
The Board believes that best interests of the Company will be furthered by
increasing the aggregate number of shares of Common Stock available for issuance
pursuant to the exercise of stock options. The Board wishes to ensure the
continued availability of options to purchase Common Stock that may be awarded
to all current and future officers, directors and employees. The Board believes
that is important to have the flexibility to deal with future events that may
include engaging professional services, recruitment of professional management
or pursuing potential acquisitions and mergers.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.

5. RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

It is intended that votes will be cast pursuant to the accompanying proxy for
the ratification of Spicer, Jeffries & Co. ("Spicer"), as the Company's
independent auditor, unless otherwise directed. Spicer's service as the
Company's independent auditor began with the audited financial statements for
1998.

The following table sets forth the aggregate fees billed by Spicer to the
Company for 2000:

Annual Audit Fees $ 39,564.00
Financial Information Systems Design an Implementation Fees 0
All Other Fees (1) $ 4,396.00
------------

Total $ 43,960.00
============
---------------------
(1) Represents primarily tax services for the year 2000.

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Based on the foregoing, the Company's Audit Committee believes that the
provision of services to the Company by Spicer is compatible with maintaining
Spicer's independence.

No member of Spicer or any associate thereof has any financial interest in the
Company or its subsidiaries. By mutual agreement, a member of that firm will not
attend the Meeting in person but will be available by conference telephone call
to respond to appropriate questions and to have the opportunity to make a
statement if he desires to do so.

Shareholder approval of the Company's auditor is not required under Florida law.
The Board is submitting its selection of Spicer to its Shareholders for
ratification in order to determine whether the Shareholders generally approve of
the Company's auditor. If the selection of Spicer is not approved by the
Shareholders, the Board will reconsider its selection.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.

6. OTHER MATTERS

The Board of Directors is not aware of any other business that may come before
the meeting. However, if additional matters properly come before the meeting,
then proxies will be voted at the discretion of the proxy-holders.

SHAREHOLDER PROPOSALS

The Company expects that its 2002 Annual Meeting of Shareholders will be held in
late May, as has been the Company's practice. Based on that expectation,
shareholder proposals intended to be presented at, and included in the Company's
proxy statement and proxy relating to, the 2002 Annual Meeting of Shareholders
of the Company must be received by the Company no later than Monday, December
24, 2001, at its principal executive offices, located at 333 West Vine Street,
Suite 206, Lexington, Kentucky 40507. Shareholder proposals intended to be
presented at, but not included in the Company's proxy statement and proxy for,
that meeting must be received by the Company no later than Friday, March 8,
2002, at the foregoing address; otherwise, such proposals will be subject to the
grant of discretionary authority contained in the Company's form of proxy to
vote on them.

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ADDITIONAL INFORMATION

Copies of the Company's 2000 Annual Report to Shareholders, which includes the
Form 10-KSB for the year ended December 31, 2000, were provided to Shareholders
as of April 2, 2001, in connection with the previous attempt to hold an Annual
Meeting of Shareholders. Copies of the 2000 Annual Report to Shareholders are
being provided with this Proxy Statement to each Shareholder as of the record
date for this Meeting who was not a Shareholder as of April 2. If any
shareholder wants an extra copy of the report, please call the Company at (859)
254-2240 to request it.

BY ORDER OF THE BOARD OF DIRECTORS

Charles R. Clark, Chairman of the Board

September 4, 2001
Lexington, Kentucky

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IMPORTANT
---------

Your proxy is important. No matter what number of shares of the Common Stock of
Jordan American Holdings, Inc., that you own, please mark your proxy card "FOR"
all of the proposals listed on it and then sign, date and return the proxy card
today in the postage paid envelope provided.

If any of your shares are held in the name of a brokerage firm, bank, nominee or
other institution, it can vote your shares only upon receipt of instructions
from you. Please sign, date and mail the proxy card provided to you in the
envelope provided with the proxy card. Remember, your shares cannot be voted
unless you return a signed and dated proxy card.

If you have any questions or require any assistance in voting your shares,
please call D.F. King & Co., Inc., at either of the numbers listed below:

D.F. King & Co. Inc.
77 Water Street
New York, New York 10005

Call Collect: (212) 269-5550 or
Toll Free: (800) 669-5550

PREC14A 27th Page of 50 TOC 1st Previous Next ↓Bottom Just 27th
FORM OF PROXY
PROXY FOR ANNUAL MEETING OF JORDAN AMERICAN HOLDINGS, INC.
333 WEST VINE STREET, SUITE 206
LEXINGTON, KENTUCKY 40507
(859) 254-2240

SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF
JORDAN AMERICAN HOLDINGS, INC.

THE UNDERSIGNED hereby appoint(s) A.J. Elko and Charles R. Clark, or either of
them, with full power of substitution, to vote at the Annual Meeting of
Shareholders of Jordan American Holdings, Inc. (the "Company"), to be held on
September 25, 2001, at 10:00 A.M., Eastern Daylight Time, in the Company's
offices at 333 West Vine Street, Suite 206, Lexington, Kentucky 40507, or any
adjournment thereof, all shares of the common stock which the undersigned
possess(es) and with the same effect as if the undersigned was personally
present, as follows:

PROPOSAL (1): REMOVE W. NEAL JORDAN AS A CLASS I DIRECTOR OF THE COMPANY

( ) For ( ) Against ( ) Abstain

PROPOSAL (2): ELECT DIRECTORS

Class III: Gerald L. ("Jerry") Bowyer
Class III: Charles R. Clark
Class II: Richard K. Williams
Class I: M. Clare Gilchrist, Jr.

( ) For All Nominees Listed Above ( ) Withhold Authority to Vote
(except as marked to the contrary below) for All Nominees Listed Above

--------------------------------------------------------------------------
(To withhold vote for any nominee or nominees, print the name(s) above.)

PROPOSAL (3): APPROVE COMPANY NAME CHANGE

( ) For ( ) Against ( ) Abstain

PROPOSAL (4): AMEND THE COMPANY'S 1991 STOCK OPTION PLAN

( ) For ( ) Against ( ) Abstain

PROPOSAL (5): RATIFY SELECTION OF INDEPENDENT AUDITOR

( ) For ( ) Against ( ) Abstain

PREC14A 28th Page of 50 TOC 1st Previous Next ↓Bottom Just 28th
PROPOSAL (6): TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING

( ) In their discretion, the proxy-holders are ( ) Withhold Authority
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 THROUGH 5 AND IN THE DISCRETION
OF THE PROXIES NOMINATED HEREBY ON ANY OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.

(Please sign exactly as name appears hereon. If the stock is registered in the
names of two or more persons, then each should sign. Executors, administrators,
trustees, guardians, attorneys and corporate officers should include their
capacity or title.)

Please sign, date and promptly return
this Proxy in the enclosed envelope.

____________________________________________ _________________________
Signature Date

PREC14A 29th Page of 50 TOC 1st Previous Next ↓Bottom Just 29th
Appendix
--------

JORDAN AMERICAN HOLDINGS, INC.

1991 STOCK OPTION PLAN, AS AMENDED
----------------------------------

1. PURPOSE OF THE PLAN. The purpose of this Plan is to further the growth
of Jordan American Holdings, Inc. ("JAHI") and its Subsidiaries (JAHI and its
Subsidiaries together being the "Company") by offering an incentive to officers,
directors and other key employees of the Company to continue in the employ of
the Company, and to increase the interest of these employees in JAHI, through
additional ownership of its common stock.

2. DEFINITIONS. Whenever used in this Plan, the following terms shall have
the meanings set forth in this Section:

(a) "Board of Directors" means the Board of Directors of JAHI.

(b) "Change of Control" means the acquisition by any person or group
(as that term is defined in the Securities Exchange Act of 1934, as amended, and
the rules under that Act) in a single transaction or a series of transactions of
30% or more in voting power of the outstanding stock of JAHI and a change of the
composition of the Board of Directors so that, within two years after the
acquisition took place, a majority of the members of the Board of Directors of
JAHI, or of any corporation with which JAHI may be consolidated or merged, are
persons who were not directors or officers of JAHI or one of its Subsidiaries
immediately prior to the acquisition, or to the first of a series of
transactions which resulted in the acquisition of 30% or more in voting power of
the outstanding stock of JAHI.

(d) "Committee" means the Committee referred to in Section 5.

(e) "Common Stock" means the common stock, par value $.001 per share,
of JAHI.

PREC14A 30th Page of 50 TOC 1st Previous Next ↓Bottom Just 30th
(f) "Date of Grant" means, as the case may be: (1) the date fixed in
this Plan for the grant of the Option; (2) the day the Committee approves the
grant of an Option under this Plan; or (3) such later date as may be specified
by the Committee as the date a particular Option will become effective.

(g) "Employee" means any person employed by the Company (including,
without limitation, a person employed by the Company who is also an officer or
director of JAHI or one or more Subsidiaries) within the meaning of Section
3401(c) of the Code and the regulations promulgated thereunder. For purposes of
any Non-Qualified Stock Option only, any officer or director of JAHI or any
Subsidiary shall be considered an Employee even if he is not also an employee
within the meaning of the first sentence of this subsection.

(h) "Exercise Price" means the price per share which must be paid upon
exercise of an Option. The Exercise Price may be paid in cash, property
(including Common Stock) or a combination of both cash and property, as
determined by the Employee upon exercise of the Option and as set forth in
Section 9(c) hereof.

(i) "Fair Market Value" means: (i) if the Common Stock is traded in a
market in which actual transactions are reported, the mean of the high and low
prices at which the Common Stock is reported to have traded on the relevant date
in all markets on which trading in the Common Stock is reported or, if there is
no reported sale of the Common Stock on the relevant date, the mean of the
highest reported bid price and lowest reported asked price for the Common Stock
on the relevant date; (ii) if the Common Stock is Publicly Traded but only in
markets in which there is no reporting of actual transactions, the mean of the
highest reported bid price and the lowest reported asked price for the Common
Stock on the relevant date; or (iii) if the Common Stock is not Publicly

PREC14A 31st Page of 50 TOC 1st Previous Next ↓Bottom Just 31st
Traded, the value of a share of Common Stock as determined by the most recent
valuation by an independent expert at the request of the Committee.

(j) "Incentive Stock Option" means any Option which, at the time of
the grant, is an incentive stock option within the meaning of Section 422 of the
Code.

(k) "Involuntary Termination of Employment" means a Termination of
Employment for a reason other death, Retirement, Total Disability, voluntary
resignation or Termination of Employment for Cause.

(l) "Non-Qualified Option" means any Option that is not an Incentive
Stock Option under the terms of this Plan.

(m) "Option" means any option granted under this Plan.

(n) "Publicly Traded" means that a class of stock is required to be
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
or that stock of that class has been sold within the preceding 12 months in an
underwritten public offering, or stock that is regularly traded in a public
market.

(o) "Retirement" means a Termination of Employment by reason of an
Employee's retirement, other than by reason of Total Disability or Termination
of Employment for Cause, at a time when the Employee is at least 55 years old.

(p) "Subsidiary" means any corporation that is a subsidiary with
regard to JAHI as that term is defined in Section 424(f) of the Code.

(q) "Termination of Employment for Cause" means an Involuntary
Termination of Employment of an Employee: (i) if the Employee has a written
employment contract with JAHI or any Subsidiary, "for Cause" as that or a
similar term is defined in the employment contract; (ii) if the Employee does
not have a written employment contract with JAHI or a Subsidiary, by reason

PREC14A 32nd Page of 50 TOC 1st Previous Next ↓Bottom Just 32nd
of: (x) the Employee's dishonesty or misconduct (including substance abuse) by
the Employee in the performance of the Employee's duties; or (y) a willful
failure by the Employee to perform the Employee's assigned duties which
adversely affects the Company; or (z) if the Employee is convicted of a felony
or a criminal act. All determinations of whether or not a Termination of
Employment is "for Cause" will be made by the Committee in its sole and absolute
discretion.

(r) "Termination of Employment" means the time when the
employee-employer relationship between an Employee and the Company ceases to
exist for any reason including, but not limited to, a termination by
resignation, discharge, death, Total Disability or Retirement or the
resignation, failure to stand for re-election or dismissed from the Board of
Directors.

(s) "Total Disability" means the inability of an Employee to engage in
any substantial gainful activity by reason of a medically determinable physical
or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months. All determinations as to the date and extent of disability of an
Employee will be made by the Committee in its sole and absolute discretion.

3. EFFECTIVE DATE OF THE PLAN. The effective date of this Plan is August 1,
1991. This Plan will become effective on that date, subject to approval of the
Plan not later than 12 months from that date by the affirmative vote or consent
of the holders of a majority of the shares of voting stock of JAHI outstanding
at the time of the approval.

4. ADMINISTRATION OF THE PLAN. The Committee will be responsible for the
administration of this Plan, and will grant Options under this Plan. Subject to
the express provisions of this Plan, the Committee shall have full authority to
interpret this Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations which it believes to be
necessary or advisable in administering this Plan. The determinations of

PREC14A 33rd Page of 50 TOC 1st Previous Next ↓Bottom Just 33rd
the Committee on the matters referred to in this Section shall be conclusive.
The Committee may not amend this Plan. No member of the Committee shall be
liable for any act or omission in connection with the administration of this
Plan unless it resulted from the member's willful misconduct.

5. THE COMMITTEE. The Committee shall be the Board of Directors of JAHI or
a committee of the Board of Directors consisting of not fewer than three members
of the Board of Directors. Unless the Board of Directors appoints a Committee,
the Board of Directors itself shall be the Committee. If the Committee is the
Board of Directors, it shall hold meetings and act as provided in JAHI's
by-laws. If the Committee is other than the Board of Directors: (a) the
Committee shall hold its meeting at such times and places as it may determine
and shall maintain written minutes of its meetings; (b) a majority of the
members of the Committee shall constitute a quorum at any meeting of the
Committee; (c) all determinations of the Committee shall be made by the vote of
a majority of the members who participate in a meeting; (d) the members of the
Committee may participate in a meeting of the Committee in person or by
conference telephone or communications equipment by means of which all members
can hear each other; and (e) any decision or determination by written consent of
all of the members of the Committee shall be as effective as if it had been made
by a vote of a majority of the members who participate in a meeting.

6. STOCK SUBJECT TO THE PLAN. The maximum number of shares of Common Stock
as to which Options may be granted under this Plan is four million (4,000,000)
shares. The maximum number of shares of such Common Stock shall be reduced each
year by the required or discretionary grant of Options as provided herein. If
any Option expires or is cancelled without being exercised in full, the number
of shares as to which the Option is not exercised will

PREC14A 34th Page of 50 TOC 1st Previous Next ↓Bottom Just 34th
once again become shares as to which new Options may be granted. The Common
Stock which is issued on exercise of Options may be authorized but unissued
shares or shares which have been issued and reacquired by JAHI.

7. PERSONS ELIGIBLE TO RECEIVE OPTIONS. Options may be granted only to
Employees, as defined in Section 2(g) above.

8. GRANTS OF OPTIONS.

(a) IN GENERAL. Except as otherwise provided herein (including but not
limited to subsection (b) hereof), the Committee shall have complete discretion
to determine when and to which Employees Options are to be granted, the number
of shares of Common Stock as to which Options granted to each Employee will
relate, whether Options granted to an Employee will be Incentive Stock Options
or Non-Qualified Options or partly Incentive Stock Options and partly
Non-Qualified Options and, subject to the limitations in Sections 9 and 10
below, the Exercise Price and the term of Options granted to an Employee. Any
Options which are not designated as Incentive Stock Option when they are granted
shall be Non-Qualified Options. No grant of an Incentive Stock Option may be
conditioned upon a Non-Qualified Option's having yet been exercised in whole or
in part, and no grant of a Non-Qualified Option may be conditioned upon an
Incentive Stock Option's having not been exercised in whole or in part.

(b) MANDATORY GRANT OF DIRECTOR OPTIONS. Each calendar year during the
term of this Plan, commencing on March 1, 1997, and continuing on each
subsequent anniversary date in each following calendar year, there shall be
granted to each director of the Company (whether or not he or she would
otherwise be an Employee, as defined in the first sentence of Section 2(g)
hereof), as compensation for serving during the preceding calendar year as a
director, a member of one or more committees of the

PREC14A 35th Page of 50 TOC 1st Previous Next ↓Bottom Just 35th
Board of Directors and/or as chairman of one or more committees of the Board of
Directors, Options to acquire that number of shares of Common Stock set forth in
the schedule immediately below. Notwithstanding any vesting provisions provided
elsewhere in this Plan, Options granted to directors hereunder shall vest
immediately upon the Date of Grant. The term of the Options so granted shall be
as otherwise determined pursuant to the terms of this Plan. Options granted to
directors hereunder may either be Incentive Stock Options or Non-Qualified
Options depending upon whether the other terms and conditions of such Options as
specified in this Plan have been satisfied. The schedule for grant of the
Options described herein is as follows:

[Download Table]

AMOUNT OF SHARES AMOUNT OF SHARES
AMOUNT OF SHARES SUBJECT TO OPTION SUBJECT TO OPTION
SUBJECT TO OPTION FOR SERVING SOLELY FOR SERVING SOLELY
FOR SERVING SOLELY ON ONE OR MORE AS CHAIRMAN OF ONE
DATE OF GRANT AS A DIRECTOR COMMITTEES OR MORE COMMITTEES
------------- ------------- ---------- ------------------

Each March 1 after March 12,500 Shares 1,250 Shares 1,250 Shares
1, 1996, during the term
of this Plan

9. OPTION PROVISIONS.

(a) EXERCISE PRICE. The Exercise Price of each Option shall be as
determined by the Committee; provided, however, that in the case of Incentive
Stock Options, shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant of the Option; and, provided further, however,
that notwithstanding the foregoing, the Exercise Price of both Incentive Stock
Options and Non-Qualified Options for directors granted under Section 8(b) above
shall not be less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant of the Option.

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(b) TERM. The term of each Option shall be as determined by the
Committee, but in no event shall the term of an Option (whether or not an
Incentive Stock Option) be longer than ten years from the Date of Grant.

(c) MANNER OF EXERCISE. An Option which has vested pursuant to the
terms of this Plan may be exercised in whole or in part at any time, or from
time to time, during its term. To exercise an Option, the Employee exercising
the Option must deliver to JAHI, at its principal office:

(i) a notice of exercise of the Option, which states the extent
to which the Option is being exercised;

(ii) a check in an amount, or Common Stock with a Fair Market
Value, equal to the Exercise Price of the Option times the number of shares as
to which it is being exercised, or a combination of the foregoing;

(iii) a check equal to any withholding taxes the Company is
required to pay because of the exercise of the Option by the Employee; and

(iv) if any of the Common Stock to be issued on exercise of the
Option will be subject to forfeiture, as provided in subsection (e) of this
Section 9, an agreement that the person who is exercising the Option may not
transfer any of the Common Stock issued on exercise of the Option while that
Common Stock is subject to forfeiture. The Common Stock issued on the exercise
of the Option will contain the above-referenced language.

The Committee may permit an Employee, as an alternative to making
the payment described in clause (iii) above, to authorize the Company to
withhold a sum equal to the withholding taxes the Company is required to pay on
exercise of the Option by the Employee from the Employee's salary and bonus
payments over a period of not more than six months (or such longer period as the
Company may approve).

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The day on which JAHI receives all the items specified in this
subsection shall be the date on which the Option is exercised to the extent
described in the notice of election.

(d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after
an Option is exercised, JAHI shall deliver to the person who exercises the
Option certificates, registered in that person's name, representing the number
of shares of Common Stock that were purchased by the exercise of the Option.
Each certificate may, if applicable, bear a legend to indicate that: (x) the
Common Stock represented by the certificate was issued in a transaction which
was not registered under the Securities Act of 1933, as amended, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of that Act; and (y) the Common Stock
represented by the certificate is subject to forfeiture as provided in Section
9(e) of this Plan and may only be sold or transferred to the extent permitted by
this Plan.

(e) STOCK SUBJECT TO FORFEITURE. Except as otherwise provided in this
subsection and Section 8(b) hereof, the Options granted hereunder to Employees
and the Common Stock to which an Option relates shall be subject to such
conditions as to vesting and forfeiture as shall be determined by the Committee,
in its sole and absolute discretion, at the Date of Grant of the Option, and the
terms of such vesting and forfeiture shall be clearly set forth in the
instrument granting the Option and on the stock certificates so issued as
provided in subsection (d) above; provided, however, that upon (x) the
Termination of Employment of an Employee to whom an Option is granted because of
death, Total Disability or Retirement, or (y) a Change of Control, any Common
Stock to which an Option relates which is subject to forfeiture at the time of
such Termination of Employment or Change of Control shall cease to be subject to
forfeiture when such Termination of Employment or Change of Control occurs. The
term "Common Stock to which an Option relates," as used in this subsection,
means all of the shares of Common Stock to which the Option related

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when it was granted, including at any point in time both Common Stock that has
been issued on exercise of the Option and Common Stock as to which the Option
still may be exercised. While Common Stock is subject to forfeiture, that Common
Stock may not be sold or transferred; provided, however, that if, while Common
Stock is subject to any forfeiture, any person or group offers to purchase 30%
or more of the outstanding Common Stock, then the holder of the Common Stock may
accept the offer as to the Common Stock that is subject to forfeiture and sell
that Common Stock in response to the offer.

(f) NONTRANSFERABILITY OF OPTIONS. During the lifetime of a person to
whom an Option is granted under this Plan, the Option may be exercised only by
that person or by his or her guardian or legal representative. An Option may not
be assigned, transferred, pledged or hypothecated in any way, shall not be
subject to levy or execution and shall not be transferable otherwise than by
will or the laws of descent and distribution. JAHI will not recognize any
attempt to assign, transfer, pledge, hypothecate or otherwise dispose of an
Option contrary to the provisions of this Plan, or to levy any attachment,
execution or similar process upon any Option and, except as expressly stated in
this Plan, JAHI shall not be required to, and shall not, issue Common Stock on
the exercise of an Option to anyone who claims to have acquired that Option from
the person to whom it was granted in violation of this subsection.

(g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted due to Retirement,
each Option held by the Employee may be exercised until the earlier of: (x) the
end of the three (3) month period immediately following the date of such
Termination of Employment; or (y) the expiration of the term specified in the
Option.

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(h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted by reason of his or
her Total Disability, each Option held by the Employee may be exercised until
the earlier of: (x) the end of the twelve (12) month period immediately
following the date of such Termination of Employment; or (y) the expiration of
the term specified in the Option.

(i) DEATH OF HOLDER OF OPTION. If there is a Termination of Employment
of an Employee to whom an Option has been granted by reason of (i) his or her
death, or (ii) the death of a former Employee within three (3) months following
the date of his or her Retirement, or (iii) the death of a former Employee
within twelve (12) months following the date of his or her Termination of
Employment by reason of Total Disability, each Option held by the person at the
time of his or her death may be exercised by the person or persons to whom the
Option shall pass by will or by the laws of descent and distribution (but by no
other persons) until the earlier of: (x) the end of the twelve (12) month period
immediately following the date of death (or such longer period as is permitted
by the Committee); and (y) the expiration of the term specified in the Option.

(j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR
DISABILITY. If there is a Termination of Employment of an Employee to whom an
Option has been granted pursuant to this Plan for any reason other than the
Retirement, death or Total Disability of the Employee, then (1) all Options held
by such Employee that are then vested and that are Incentive Stock Options may
be exercised until the earlier of: (x) the three (3) month period immediately
following the date of such Termination of Employment; or (y) the expiration of
the term specified in the Option and (2) all Options held by such Employee that
are Non-Qualified Options shall terminate on the date on such Termination of
Employment.

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(k) TEMPORARY SUSPENSION OF RIGHT TO EXERCISE OPTIONS. If at any time
when the Common Stock is not Publicly Traded, JAHI gives notice to the Employee
and files a registration statement under the Securities Act of 1933, as amended,
to an underwritten public offering of Common Stock, the right of holders to
exercise Options under this Plan shall be suspended from the time that such
registration statement is filed with the Securities and Exchange Commission
until either: (i) six months after completion of the sale of Common Stock
contemplated by that registration statement; or (ii) the withdrawal of such
registration statement or the filing of an amendment to such registration
statement which shows that it no longer relates to a currently proposed
underwritten public offering. If any Option granted under this Plan will, by its
terms, expire during the period when the right to exercise Options is suspended
as provided in this subsection, or within 30 days after the end of that period,
the term of the Option shall automatically be extended until the thirtieth day
after the end of the period when the right to exercise Options is suspended, but
under no circumstances shall the term of any Option be extended to later than
the tenth anniversary of its Date of Grant.

(l) OPTION GRANT DOCUMENT. As promptly as practicable after an
Employee is granted an Option under this Plan, the Committee shall send the
Employee a document setting forth the terms and conditions of the grant. The
form of grant document shall be substantially as set forth in Exhibit "A"
attached hereto. Each Option granted under this Plan must be clearly identified
as to whether it is or is not an Incentive Stock Option and shall set forth all
other terms and conditions relating to the exercise thereof. In the case of an
Incentive Stock Option, the document shall include all terms and provisions
which the Committee determines to be necessary or desirable in order to qualify
the Option as an Incentive Stock Option within the meaning of Section 422 of the
Code. If an Employee is granted an Incentive Stock Option and a Non-Qualified
Stock Option at the same

PREC14A 41st Page of 50 TOC 1st Previous Next ↓Bottom Just 41st
time, the Committee shall send the Employee a separate document relating to the
Incentive Stock Option and the Non-Qualified Stock Option.

10. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS. No Incentive
Stock Option may be granted under this Plan after ten years from the first to
occur of: (i) the date this Plan is adopted by the Board of Directors; or (ii)
the date this Plan is approved by the stockholders of JAHI. Notwithstanding
Section 8(b) hereof, Incentive Stock Options may not be granted to an Employee
who, at the time the Option is granted, owns more than ten percent of the total
combined voting power of the stock of JAHI, unless: (i) the purchase price of
the Common Stock under the Incentive Stock Option is at least 110 percent of the
Fair Market Value of the Common Stock on the Date of Grant; and (ii) the
Incentive Stock Option by its terms is not exercisable after the expiration of
five years from the Date of Grant. The Committee is authorized, pursuant to the
last sentence of Section 422(b) of the Code, to provide at the time an Option is
granted, pursuant to the terms of such Option, that such Option shall not be
treated as an Incentive Stock Option even though it would otherwise qualify as
an Incentive Stock Option. The terms of any Incentive Stock Option granted
hereunder shall, in the hands of any individual grantee thereof, be subject to
the dollar limitations set forth in Section 422(d) of the Code (pertaining to
the $100,000 per year limitation).

11. RECAPITALIZATION.

(a) IN GENERAL. If JAHI increases the number of outstanding shares of
Common Stock through a stock dividend or a stock split, or reduces the number of
outstanding shares of Common Stock through a combination of shares or similar
recapitalization then, immediately after the record date for the change: (i) the
number of shares of Common Stock issuable on the exercise of each outstanding
Option granted under this Plan shall be increased in

PREC14A 42nd Page of 50 TOC 1st Previous Next ↓Bottom Just 42nd
the case of a stock dividend or a stock split, or decreased in the case of a
combination or similar recapitalization which reduces the number of outstanding
shares, by a percentage equal to the percentage change in the number of
outstanding shares of Common Stock as a result of the stock dividend, stock
split or combination or similar recapitalization; (ii) the Exercise Price of
each outstanding Option granted under this Plan shall be adjusted so that the
total amount to be paid upon exercise of the Option in full will not change; and
(iii) the number of shares of Common Stock which may be issued on exercise of
Options granted under this Plan which are outstanding or remain available for
grant shall be increased or decreased by a percentage equal to the percentage
change in the number of outstanding shares of Common Stock.

(b) CORPORATE TRANSACTIONS. If, as a result of any (i) reorganization
or liquidation of JAHI, (ii) reclassification of JAHI's capital stock, (iii)
merger of JAHI with or into another corporation, or (iv) the sale of all or
substantially all the assets of JAHI or of the Company, which results in a
significant number of Employees being transferred to a new employer or
discharged or in the creation or severance of a parent-subsidiary relationship
(a reorganization or liquidation of JAHI or reclassification of JAHI's capital
stock, or a merger or sale of the type described in this subsection, being a
"Corporate Transaction") while an Option granted under this Plan is outstanding,
and the holders of the Common Stock become entitled to receive, with respect to
their Common Stock, securities or asset other than, or in addition to, their
Common Stock, then upon exercise of that Option the holder shall receive what
the holder would have received if the holder had exercised the Option
immediately before the first Corporate Transaction which occurred while the
Option was outstanding and as if the Company had not disposed of anything the
holder have received as a result of that and all subsequent Corporate
Transactions. JAHI shall not agree to any merger or sale of all or substantially
all of the assets of JAHI or of the Company of the type

PREC14A 43rd Page of 50 TOC 1st Previous Next ↓Bottom Just 43rd
described in this subsection unless the other party to the transaction agrees to
make available on exercise of the Options granted under this Plan which are
outstanding at the time of the merger or sale of all or substantially all
assets, the securities or other assets the holders of those Options are entitled
under this subsection to receive.

12. RIGHTS OF OPTION HOLDER.

(a) STOCKHOLDER. The holder of an Option shall not have any rights as
a stockholder by reason of holding that Option. Upon exercise of an Option
granted under this Plan, the holder shall be deemed to acquire the rights of a
stockholder when, but not before, the issuance of Common Stock as a result of
the exercise is recorded in the stock records of JAHI.

(b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option
shall confer upon any Employee the right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the Company
to discharge any Employee at any time for any reason whatsoever, with or without
cause.

13. LAWS AND REGULATIONS.

(a) IN GENERAL. The obligation of JAHI to sell and deliver shares of
Common Stock on exercise of Options granted under this Plan shall be subject to
the condition that counsel for JAHI be satisfied that the sale and delivery
thereof will not violate the Securities Act of 1933, as amended, or any other
applicable laws, rules or regulations. In addition, JAHI may, as a condition to
such sale and delivery, require the Employee to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for JAHI, such representation is required under
such securities laws.

PREC14A 44th Page of 50 TOC 1st Previous Next ↓Bottom Just 44th
(b) RULE 16b-3. This Plan is intended to meet the requirements of Rule
16b-3 in order to provide executive officers and directors with exemptions from
the application of Section 16(b) of the Securities Exchange Act of 1934.

14. WITHHOLDING OF TAXES.

(a) IN GENERAL. In addition to the requirement set forth in Section
9(c) above that in order to exercise an Option granted under this Plan a person
must make a payment to JAHI or authorize withholding in order to enable the
Company to pay any withholding taxes due as a result of the exercise of that
Option, if (i) an Employee makes an election under Section 83(b) of the Code
with regard to Common Stock issued on exercise of an Option which is subject to
forfeiture when it is issued, or (ii) an Employee who exercised an Incentive
Stock Option disposes of shares of Common Stock acquired through exercise of
that Incentive Stock Option either (x) within two years after the Date of Grant
of the Incentive Stock Option or (y) within one year after the issuance of the
shares on exercise of the Incentive Stock Option then, promptly after each
occurrence described in clause (i) or (ii) above, the Employee shall notify the
Company of the occurrence of the event and, if the event was a disposition of
Common Stock acquired on exercise of an Incentive Stock Option, the amount
realized upon the disposition.

(b) WITHHOLDING OF TAXES. If, whether because of an election by an
Employee under Section 83(b) of the Code, a disposition of Common Stock acquired
on exercise of an Incentive Stock Option, Common Stock issued on exercise of a
Non-Qualified Stock Option becoming no longer subject to forfeiture, or
otherwise, the Company becomes required to pay withholding taxes to any federal,
state or other taxing authority and the Employee fails to provide the Company
with the funds with which to pay that withholding tax, the Company may withhold
up to 50% of each payment of salary or bonus to the Employee (which will be in
addition to any other

PREC14A 45th Page of 50 TOC 1st Previous Next ↓Bottom Just 45th
required or permitted withholding), until the Company has been reimbursed for
the entire withholding tax it was required to pay.

15. RESERVATION OF SHARES. JAHI shall at all times keep reserved for
issuance on exercise of Options granted under this Plan a number of authorized
but unissued or reacquired shares of Common Stock equal to the maximum number of
shares JAHI may be required to issue on exercise of outstanding Options granted
under this Plan.

16. AMENDMENT OF THE PLAN. The Board of Directors may, at any time and from
time to time, modify or amend this Plan in any respect effective at any date the
Board of Directors determines; provided, however, that without the approval of
the stockholders of JAHI the Board of Directors may not: (i) increase the
maximum number of shares of Common Stock which may be issued on exercise of
Options granted under this Plan; (ii) change the categories of Employees
eligible to receive Options; (iii) extend the period during which Options may be
exercised; (iv) change the provisions fixing the minimum Exercise Price; or (v)
change the provisions as to termination of Options. No modification or amendment
of this Plan shall, without the consent of the holders of an outstanding Option,
adversely affect the holder's rights under that Option.

17. TERMINATION OF THE PLAN. The Board of Directors may suspend or
terminate this Plan at any time or from time to time, but no such action shall
adversely affect the rights of a person holding an outstanding Option granted
under this Plan prior to that date.

PREC14A 46th Page of 50 TOC 1st Previous Next ↓Bottom Just 46th
EXHIBIT "A"

FORM OF OPTION GRANT
--------------------

This Agreement is made as of ____________, _____, by and between JORDAN
AMERICAN HOLDINGS, INC. (the "Corporation"), and ______________________________,
who is an employee, officer and/or director (the "Employee").

WHEREAS, the Employee is a valuable and trusted employee, officer and/or
director of the Corporation or one of its subsidiaries, and the Corporation
considers it desirable and in its best interests that the Employee be given an
inducement to acquire a further proprietary interest in the Corporation, and an
added incentive to advance the interests of the Corporation by possessing a
right (the "Option Right") to purchase shares of the Corporation's common stock,
$.001 par value (the "Option Stock"), in accordance with the Corporation's Stock
Option Plan (the "Plan") adopted by the Directors of the Corporation and
approved by its stockholders, effective as of August 1, 1991, and as amended.

NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:

1. DEFINITIONS. All terms not defined herein and defined in the Plan
shall be given the meaning expressed in the Plan.

2. GRANT OF OPTION. The Corporation hereby grants to the Employee the
right, privilege and option to purchase a number of shares of Option
Stock, as shown on the schedule attached hereto (the "Schedule"), at a
purchase as shown on the Schedule attached hereto (the "Option
Price"), in the manner and subject to the conditions hereinafter
provided in this Agreement and as provided in the Plan. The Option
Right granted hereunder shall be or not be "incentive stock options"
as such term is defined in Section 422(b) of the Internal Revenue Code
of 1986, as amended, as more particularly set forth in the Schedule.

3. TIME OF EXERCISE OF OPTION. The aforesaid Option Right may be
exercised at any time, subject to Section 4 below, and from time to
time, until the termination thereof as provided in Paragraph 5 below
or as otherwise provided in the Plan; provided, however, that the
Option Right granted herein may not be exercised after the termination
date as shown on the Schedule, and further provided that the
Corporation may, in its discretion, provide that an Option Right may
not be exercised during any period or periods of time specified in the
Schedule.

4. VESTING OF OPTION RIGHTS. The Option Right shall vest as provided in
the Schedule.

5. METHOD OF EXERCISE. The Option Right shall be exercised in whole or in
part, on or before ____________, _____, by written notice to the
Corporation at its principal place of business, accompanied by payment
of the Option Price per share and

A-1

PREC14A 47th Page of 50 TOC 1st Previous Next ↓Bottom Just 47th
compliance with such other conditions and requirements as set forth in
the Plan. Payment shall be made by a certified or bank check and/or by
submitting certificates of Common Stock of the Corporation endorsed to
the Corporation, which shall be given their Fair Market Value on the
date of exercise of the Option Right. Such an exchange of Common
Stock, however, is subject to prior receipt of an opinion of the
Corporation's counsel that the exchange is allowable for all purposes
under the securities laws of the United States and the laws of
applicable states.

Subject to the terms and conditions set forth in the Plan, the
Corporation shall make immediate delivery of such shares, provided that if any
law or regulation requires the Corporation to take any action with respect to
the shares specified in such notice before the issuance thereof, then the date
of delivery of such shares shall be extended for the period necessary to take
such action.

6. TERMINATION OF EMPLOYMENT. The rights and obligations of the Employee
upon Termination of Employment shall be as set forth in the Plan.

7. RESTRICTIONS ON RESALES. While the Common Stock to which an Option
relates is subject to forfeiture, as provided in the Schedule, that
Common Stock may not be sold or transferred except as provided in the
Plan. An Employee who may be deemed an "affiliate" of the Corporation,
as that term is defined by the United States Securities and Exchange
Commission (the "SEC"), and any independent contractor granted an
Option Right pursuant to the Plan, may not resell the shares purchased
hereunder except pursuant to registration under the Securities Act of
1933 (the "Securities Act") or an exemption therefrom. Generally,
directors, executive officers and holders of ten percent or more of
the Corporation's shares may be regarded as affiliates of the
Corporation.

An affiliate or independent contractor who is permitted pursuant to
the Plan and the Schedule and who to reoffer and resell shares
acquired from the Corporation hereby may do so pursuant to the
applicable requirements of Rule 144 under the Securities Act,
including the provisions governing the amount of securities that may
be sold during any three-month period, the manner of sale and the
filing of a Form 144 notice. Alternatively, such an affiliate or an
independent contractor may reoffer or resell such shares pursuant to a
separate reoffer prospectus, if one is available. The amount of shares
that may be reoffered or resold pursuant to such prospectus by such
affiliate or independent contractor, and any other persons with whom
such affiliate or independent contractor is acting in concert for the
purpose of selling shares, may be subject to limitations specified in
Rule 144(e). The Employee's status as an affiliate is determined at
the time of the exercise of the Option.

In addition, Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") may apply to resales by directors, officers and
beneficial owners of more than 10% of the outstanding shares of the
Corporation. Under Section 16(b), any profit realized from the
purchase and sale or sale and purchase of shares, including the shares
issuable hereunder, by such director, officer or beneficial owner
within any

A-2

PREC14A 48th Page of 50 TOC 1st Previous Next ↓Bottom Just 48th
period of less than six months from the Date of Grant of the Grant of
the Option under the Plan, inure to and are recoverable by the
Corporation.

Resales of shares issuable hereunder may be subject to other state and
federal securities laws. The Employee is advised to consult with legal
counsel as to compliance with the Securities Act, Exchange Act and
such other laws prior to resale of such shares.

Under the Plan, the Corporation, as a condition to the exercise of an
Option to acquire shares not registered under the Securities Act, may
require the Employee to represent and warrant at the time of any
exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in
the opinion of counsel for the Corporation, such a representation is
required by the Securities Act.

8. RECLASSIFICATION, MERGER, ETC. The rights and obligations of the
Corporation and the Employee as a result of the transactions specified
in Section 11 of the Plan shall be as provided therein.

9. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option Right is nonassignable
and nontransferable by the Employee except as provided in the Plan
and, during his lifetime, is exercisable only by him. The Employee
shall have no rights as a stockholder with respect to the Option Stock
until payment of the Option Price and delivery to him of such shares
as herein provided. Nothing in this Agreement shall confer any right
in an employee to continue in the employment of the Corporation or
interfere in any way with the right of the Corporation to terminate
such employment at any time.

10. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

JORDAN AMERICAN HOLDINGS, INC.

By: _____________________________
_______________, President

A-3

PREC14A 49th Page of 50 TOC 1st Previous Next ↓Bottom Just 49th
I hereby accept the stock option right offered to me by the Corporation, as
more particularly set forth in this Agreement.

Accepted by:

_________________________________
Participant

_________________________________
Date

A-4

PREC14A Last Page of 50 TOC 1st Previous Next ↓Bottom Just 50th
SCHEDULE TO JORDAN AMERICAN HOLDINGS, INC.

STOCK OPTION AGREEMENT
----------------------

The information set forth in this Schedule is subject to all of the terms
of the JORDAN AMERICAN HOLDINGS, INC. Stock Option Agreement to which this
Schedule is attached.

1. Name of Employee, Officer or Director:

_________________________________________________________________

2. Number of Shares:

_________________________________________________________________

3. Option Price:

$____________ per share

4. (check one)

______ Incentive Stock Option

______ Non-Incentive Stock Option

5. Number of Shares Date Vested Termination Date
---------------- ----------- ----------------

6. Specification of Forfeiture Conditions, if any:
-----------------------------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREC14A’ Filing	Date	First	Last	Other Filings

Changed as of / Corrected on:	4/8/02
	3/8/02	24
	12/24/01	24
For Period End:	9/25/01	2	27	PRRN14A
	9/4/01	2	25
Filed on:	8/24/01
	8/16/01	4
	8/14/01	10		10QSB
	8/6/01	2	19	4, 4/A
	8/3/01	16
	8/2/01	14
	7/27/01	8
	7/25/01	19
	7/24/01	19
	7/23/01	16	19
	6/27/01	4	19
	6/22/01	20		SC 13D/A
	6/5/01	15
	6/4/01	6	10
	6/1/01	5	19
	5/30/01	5	21
	5/22/01	3	19	DEF 14A, PRE 14A
	5/21/01	19
	5/14/01	16	17
	4/2/01	25		10KSB40
	2/20/01	17
	12/31/00	2	25	10KSB40
	11/1/00	6
	10/1/00	10
	5/30/00	7	8
	1/1/00	10
	12/31/99	8		10KSB40
	11/23/99	6
	6/4/97	8
	3/1/97	34
	8/1/95	7
				List all Filings

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Filing Submission 0001012709-01-500629 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gundaker/Jordan American Holdings Inc – ‘PREC14A’ for 9/25/01

As of: Friday, 8/24/01 · For: 9/25/01 · Accession #: 1012709-1-500629 · File #s: 0-18974 (PRE 14A), 0-18974 · Correction: This Filing’s metadata (e.g., “Filed as of” Date) was Corrected by the SEC on 4/8/02. ®

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Preliminary Proxy Solicitation Material – Contested Solicitation — Sch. 14AFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

As of: Friday, 8/24/01 · For: 9/25/01 · Accession #: 1012709-1-500629 · File #s: 0-18974 (PRE 14A), 0-18974 · Correction: This Filing’s metadata (e.g., “Filed as of” Date) was Corrected by the SEC on 4/8/02. `®`

Preliminary Proxy Solicitation Material – Contested Solicitation — Sch. 14A
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