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Exhibit 10.5    
    


STOCK PURCHASE AND SALE AGREEMENT  


        This Stock Purchase and Sale Agreement (as it may from time to time be amended, this "Agreement"), dated as of
August 1, 2007, is made and entered into by and among Flat Ridge Investments LLC (the "Seller) and the buyers identified on Schedule B
hereto (each, a "Buyer" and collectively, the "Buyers"). Certain capitalized terms are defined on
Schedule A to this Agreement. 


 
 

RECITALS:    
    


        WHEREAS, the Seller owns 2,587,500 shares (the "Shares") of the
common stock, par value $0.0001 per share, of Prospect Acquisition Corp., a Delaware corporation (the "Issuer"); and 


        WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Seller wishes to sell certain of the Shares to the
Buyers in the respective amounts set forth opposite each Buyer's name on Schedule B hereto and the Buyers wish to purchase the Shares from Seller, in the respective amounts set forth opposite
each Buyer's name on Schedule B hereto. 


 
 

AGREEMENT:    
    


        NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as
follows: 


 
 

ARTICLE I.
  PURCHASE OF SHARES    
    



        Section 1.1    Sale of Shares.    Subject to the terms and conditions hereof and in reliance upon the
representations and warranties of the parties contained herein, at the Closing, the Seller shall sell, assign, transfer and deliver the Shares it is selling hereunder to the Buyers, free and clear of
all liens, other than such restrictions as may be imposed pursuant to state or federal securities laws, in consideration of the payment of the Purchase Price noted herein. 


        Section 1.2    Purchase Price.    Subject to the terms and conditions hereof and in reliance upon the
representations and warranties of the parties contained herein, at the Closing, the Buyers shall pay to Seller, by wire transfer or by such other method as may be reasonably acceptable to Seller, in
the respective amounts set forth opposite each Buyer's name on Schedule B hereto, immediately available funds, or by check payable to the Seller, in the aggregate amount of One Thousand Eight
Hundred Seventy-Five Dollars ($1,875.00) (the "Purchase Price"), in consideration of the sale, assignment, transfer and delivery of the
Shares by the Sellers under this Agreement. 


        Section 1.3    Closing.    The closing of the purchase and sale of the Shares (the
"Closing") shall be held on August 2, 2007 (the "Closing Date") at the offices of Bingham
McCutchen LLP, 399 Park Avenue, New York, New York 10022, or such other place as may be agreed upon by the parties hereto. 


        Section 1.4    Closing Deliveries.    At the Closing, each party shall execute and deliver this Agreement and
such other appropriate and customary documents as the other parties reasonably may request for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the
Closing shall be deemed to have been taken simultaneously. 



        (a)    Buyer Deliveries.    Without limiting the generality of the foregoing, at the Closing each Buyer shall deliver
to the Seller such Buyer's respective portion of the Purchase Price. 


        (b)    Seller Deliveries.    Without limiting the generality of the foregoing, at the Closing, or within a reasonable
time after the Closing Date but in no event later than five days after Closing Date, the Seller shall deliver to each Buyer the certificate or certificates representing the Shares 








 




purchased
by such Buyer, which certificates shall be properly endorsed for transfer or accompanied by duly executed stock powers. 




        Section 1.5    Further Assurances.    The parties hereto shall execute and deliver such additional documents
and take such additional actions as any party reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement. 


 
 

ARTICLE II.
  REPRESENTATIONS AND WARRANTIES OF THE BUYERS    
    


        Section 2.1    Power and Authority; Enforceability.    Each Buyer hereby represents to the Seller, as to itself
that, (i) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, (ii) it has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, (iii) it has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated hereby, and (iv) this Agreement has been duly authorized, executed and delivered by, and is enforceable against, it,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equitable
principles (whether considered in a proceeding in equity or law). 


        Section 2.2    No Violation; Necessary Approvals.    Each Buyer hereby represents to the Seller, as to itself,
that neither its execution and delivery of this Agreement, nor its consummation or performance of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (i) law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or
applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local
or foreign government or other similar recognized organization or body exercising similar powers or authority (a "Governmental Body"),
(ii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an
"Order"), (iii) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including
a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice and similar authorization
("Permit") to which, in the case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or
(iv) any provision of the organizational documents of any Buyer as in effect on the Closing Date; (b) require any Consent under any Contract or organizational document to
which it is a party or by which it is bound or any of its assets are subject; or (c) require any Permit under any Law or Order other than (i) required filings, if any, with the
Securities and Exchange Commission ("SEC") and (ii) notifications or other filings with state or federal regulatory agencies after the Closing
that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder. 


        Section 2.3    Investment Representations.    Each Buyer hereby represents and warrants to the Seller, as to
itself, the following: 



        (a)   It
hereby acknowledges that an investment in the Shares involves certain significant risks. It acknowledges that there is a substantial risk that it will lose all or a
portion of its investment and should be financially capable of bearing the risk of such investment for an indefinite period of time. It has no need for liquidity in its investment in the Shares for
the foreseeable future and is able to bear the risk of that investment for an indefinite period. It understands that there presently is no public market for the Shares and none is anticipated to
develop in the foreseeable future. It's 



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present
financial condition is such that it is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing or contemplated
undertaking, need or indebtedness. It's overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the investment in the Shares will not cause such
overall commitment to become excessive. 


        (b)   It
acknowledges that the Shares have not been registered under the Securities Act, or any state securities act, and are being sold on the basis of exemptions from
registration under the Securities Act and applicable state securities acts, except those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where
applicable, is predicated in part on the accuracy of its' representations and warranties set forth herein. It acknowledges and hereby agrees that the Shares will not be transferable under any
circumstances unless it either registers the Shares in accordance with federal and state securities laws or finds and complies with an exemption under such laws. Accordingly, it hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Shares. It understands that the Issuer is under no obligation to register the Shares under the Act or to comply
with any applicable exemption under the Securities Act on behalf of such Buyer with respect to any resale of the Shares and that it will not be able to avail itself of the provisions of
Rule 144 promulgated under the Securities Act with respect to the resale of the Shares until the Shares have been beneficially owned by it for a period of at least one (1) year from date
of purchase. It further understands that any certificates evidencing the Shares bear a legend referring to the foregoing transfer restrictions. 



        (c)   In
evaluating the merits and risks of an investment in the Shares, it has had the opportunity to seek the advice of its legal and financial advisors, has availed itself
of that right to the extent deemed appropriate, and has not relied on the advice of any Seller or Seller's legal and financial counsel. 


        (d)   The
Shares are being acquired solely for it's own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution,
subdivision or fractionalization thereof; and it has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization.
It is not taking and will not take or cause to be taken any action that would cause it to be deemed an "underwriter" within the meaning of Section 2(11) of the Securities Act. 


        (e)   There
are substantial risk factors pertaining to an investment in the Shares. It acknowledges that the Issuer is an entity with limited operating history and financial
resources; and it is fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof. 


        (f)    It
has been given the opportunity to (i) ask questions of and receive answers from the Sellers and the Issuer and their designated representatives concerning the
terms and conditions of the Shares, and the business and financial condition of the Issuer and (ii) obtain any additional information that the Sellers possess or can acquire without
unreasonable effort or expense that is necessary to assist it in evaluating the advisability of the purchase of the Shares and an investment in the Issuer. It further represents and warrants that,
prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it has deemed necessary or advisable to evaluate the merits and risks of the
purchase of the Shares and an investment in the Issuer. It is not relying on any oral representation made by any person as to the Issuer or its operations, financial condition or prospects. 



        (g)   It
understands that no federal, state or other governmental authority has made any recommendation, findings or determination relating to the merits of an investment in
the Shares. 



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        Section 2.4    Agreement to Sell Back Securities.    Each Buyer hereby agrees to permit the Issuer to
repurchase from such Buyer, in such proportion as such Buyer holds of the total outstanding Shares of the Issuer immediately prior to the Issuer's initial public offering of its securities (the
"Designated Time"), at a purchase price equal to $0.0001 per share, a number of Shares necessary to ensure that the aggregate amount of Shares held by
the Buyer, any transferees pursuant to Section 3.4(i) and all other holders of the Issuer's outstanding Shares at the Designated Time, does not exceed 20% of the issued and outstanding
common stock of the Issuer after the consummation of the Issuer's initial public offering of its securities. 


        Section 2.5    Nature of Representations and Warranties.    Notwithstanding any other provision of this
Article 2, each representation and warranty made by the Buyers hereunder should be deemed to be made severally, and not jointly. 


 
 

ARTICLE III.
  REPRESENTATIONS AND WARRANTIES OF SELLER    
    


        Section 3.1    Power and Authority; Enforceability.    The Seller hereby represents to each Buyer that this
Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms. It has full power and capacity to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed, and delivered by, and is enforceable against, the Seller. 


        Section 3.2    No Violation; Necessary Approvals.    The Seller hereby represents to each Buyer that
(i) neither its execution and delivery of this Agreement, nor its consummation or performance of any of transactions contemplated hereby, will: (a) with or without notice or lapse of
time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, Contract
or Permit to which it is a party or by which it is bound or any of its assets are subject, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by it;
(c) require any Consent under any Contract or organizational document to which it is a party or by which it is bound; or (d) require any Permit under any Law or Order other than
(i) required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not
require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights
with respect to any of the Shares. 


        Section 3.3    Capitalization.    Prior to the sale of the Shares to the Buyers pursuant to this Agreement,
Flat Ridge hereby represents and warrants to each Buyer that it owned 2,587,500 shares of common stock of the Issuer. 


        Section 3.4    Title to Securities.    The Seller hereby represents to each Buyer that all of the Shares being
sold by the Seller hereunder have been duly and validly authorized and issued and are fully paid and non-assessable. Upon the sale and purchase of the Shares pursuant to the terms hereof,
the Buyers will have or receive good title to the Shares being sold by the Seller hereunder, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions under federal and state securities laws, and (ii) liens, claims or encumbrances imposed due to the actions of the Buyers. 


        Section 3.5    Due Incorporation.    The Issuer has been duly incorporated and is validly existing in good
standing under the laws of the jurisdiction of its incorporation. 


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ARTICLE IV.
  MISCELLANEOUS    
    


        Section 4.1    Entire Agreement.    This Agreement, together with the certificates, documents, instruments and
writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 


        Section 4.2    Successors.    All of the terms, agreements, covenants, representations, warranties, and
conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. 


        Section 4.3    Assignments.    Except as otherwise provided herein, no party hereto may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, other than an assignment by any of the Buyers to an affiliate thereof. Any
purported assignment in violation of this Section 4.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 


        Section 4.4    Notices.    All notices, requests, demands, claims and other communications hereunder will be in
writing. Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and then three business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: 



	If to a Buyer:	 	To the address

set forth below such

Buyer's name on the

signature pages hereto.
	

If to the Seller:	
 	

Flat Ridge Investments LLC

695 East Main Street

Stamford, Connecticut 06901

Phone:

Fax:
	

Copy to (which will not constitute notice):	
 	

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

Attn: Floyd I. Wittlin, Esq.

Phone: (212) 705-7000

Fax: (212) 752-5378






        Any party hereto may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication
will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth. 



        Section 4.5    Specific Performance.    Each party hereto acknowledges and agrees that the other parties would
be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each party agrees that the other parties will be
entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action 


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instituted
in any court of the United States or any state thereof having jurisdiction over the parties hereto and the matter, in addition to any other remedy to which they may be entitled, at Law or
in equity. 


        Section 4.6    Waiver of Jury Trial.    THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE
TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN
ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT. 



        Section 4.7    Counterparts.    This Agreement may be executed in two or more counterparts, each of which will
be deemed an original but all of which together will constitute one and the same instrument. 


        Section 4.8    Headings.    The article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of this Agreement. 



        Section 4.9    Governing Law.    This Agreement, the entire relationship of the parties hereto, and any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New
York, without giving effect to its choice of laws principles. 


        Section 4.10    Amendments.    This Agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties hereto. 



        Section 4.11    Severability.    The provisions of this Agreement will be deemed severable and the invalidity
or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or
to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or
mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and
in its reduced form, such provision will then be enforceable and will be enforced. 



        Section 4.12    Expenses.    Except as otherwise expressly provided in this Agreement, each party hereto will
bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all
fees and expenses of agents, representatives, financial advisors, legal counsel and 


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accountants,
provided that upon the consummation of the initial public offering of the Issuer, all such accrued fees and expenses of legal counsel of the Buyers shall be paid by the Issuer. 


        Section 4.13    Construction.    The parties hereto have participated jointly in the negotiation and drafting
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof
will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign Law will be deemed also to
refer to Law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include,"
"includes," and "including" will be deemed to be followed by "without
limitation." Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the
plural and vice versa, unless the context otherwise requires. The words "this Agreement," "herein,"
"hereof," "hereby," "hereunder," and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that
such party hereto is in breach of the first representation, warranty, or covenant. 


        Section 4.14    Waiver.    No waiver by any party hereto of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising because of any prior or subsequent occurrence. 


        Section 4.15    Remedies.    The parties hereto shall have all remedies for breach of this Agreement available
to them as provided by law or equity. 


        Section 4.16    Publicity.    None of the parties hereto, nor their respective representatives, agents,
affiliates, subsidiaries, directors, advisors, controlling persons, employees or members shall issue or cause the publication of any press release, advertisement or other public communication relating
to this Agreement or any of the other documents contemplated hereunder, without the prior written consent of the other party, except where the disclosure of information is required by law, rule,
regulation, regulatory inquiry or other judicial process. 


        Section 4.17    Third Party Beneficiary.    Each of the parties hereto hereby agrees and acknowledges that the
Issuer shall be a third party beneficiary of this Agreement with respect to Section 2.4 and this Article IV as if the Issuer shall have been a party to this Agreement. 


[SIGNATURE PAGES FOLLOW]  


7











        IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase and Sale Agreement to be effective as of the date first set forth above. 



	 	 	SELLERS:
	

 	
 	

FLAT RIDGE INVESTMENTS LLC
	

 	
 	

By:	

/s/ DAVID A. MINELLA

	 	 	Name:	David A. Minella
	 	 	Title:	Managing Member
	

 	
 	
BUYERS:
	

 	
 	

Michael Castine
	

 	
 	

/s/ MICHAEL CASTINE

	

 	
 	

Address:	

14 Larkspur Lane

Greenwich, CT 06831
	

 	
 	
SJC Captial LLC
	

 	
 	

/s/ WILLIAM CVENGROS
 Managing Member
	

 	
 	

Address:	

31975 Peppertree Bend

San Juan Capistrano, CA 92675
	

 	
 	
Daniel Gressel
	

 	
 	

/s/ DANIEL GRESSEL

	

 	
 	

Address:	

55 Cedar Cliff

Greenwich, CT 06878




Signature Page to

Stock Purchase and Sale Agreement  







  
 

    SCHEDULE A    
    
    DEFINITIONS    
    


        As used in the Stock Purchase and Sale Agreement dated as of August 1, 2007, by and among Flat Ridge Investments LLC and the Buyers identified on
Schedule B (the "Agreement"), the following terms shall have for all purposes the following meanings: 


        "Buyers" shall have the meaning set forth in the preamble to the Agreement. 


        "Closing" shall have the meaning set forth in Section 1.3 of the Agreement. 


        "Closing Date" shall have the meaning set forth in Section 1.3 of the Agreement. 



        "Consent" means any consent, approval, notification, waiver, or other similar action that is necessary or convenient. 


        "Contract" shall have the meaning set forth in Section 2.2 of the Agreement. 


        "Designated Time" shall have the meaning set forth in Section 2.4 of the Agreement. 


        "Governmental Body" shall have the meaning set forth in Section 2.2 of the Agreement. 



        "Issuer" shall have the meaning set forth in the recitals to the Agreement. 


        "Law" shall have the meaning set forth in Section 2.2 of the Agreement. 


        "Lien" shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or
otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature
whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the
filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics' or other Liens incurred in the ordinary course of
business or (ii) Liens for taxes incurred but not yet due. 


        "Order" shall have the meaning set forth in Section 2.2 of the Agreement. 


        "Permit" shall have the meaning set forth in Section 2.2 of the Agreement. 



        "Purchase Price" shall have the meaning set forth in Section 1.2 of the Agreement. 


        "SEC" shall have the meaning set forth in Section 2.2 of the Agreement. 


        "Securities Act" shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and
regulations promulgated and in effect from time to time thereunder. 



        "Seller" and "Sellers" shall have the meaning set forth in the preamble to the Agreement. 


        "Shares" shall have the meaning set forth in the recitals to the Agreement. 







 
 

SCHEDULE B    
    
    SHARES    
    



	Buyer
 
	 	Shares Purchased
	 	Purchase Price of Shares

	Michael Castine	 	107,813	 	$	625.00
	SJC Capital LLC	 	107,813	 	$	625.00
	Daniel Gressel	 	107,813	 	$	625.00
	 	 	
	 	

	 	Total	 	323,439	 	$	1,875.00













QuickLinks


Exhibit 10.5

RECITALS

AGREEMENT

ARTICLE I. PURCHASE OF SHARES

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE BUYERS

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

ARTICLE IV. MISCELLANEOUS


SCHEDULE A DEFINITIONS

SCHEDULE B SHARES