IS NOT A
PERSON WHOSE PROPERTY OR INTERESTS IN PROPERTY ARE BLOCKED PURSUANT TO SECTION 1
OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001 BLOCKING PROPERTY AND PROHIBITING
TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM
(66 FED, REG. 49079 (2001)) AND (B) DOES NOT ENGAGE IN ANY DEALINGS OR
TRANSACTIONS, OR BE OTHERWISE ASSOCIATED, WITH ANY SUCH PERSON. THE COMPANY IS
IN COMPLIANCE WITH THE PATRIOT ACT OF 2001.
SECTION 3.23
LISTING ON THE OTCBB. THE COMMON STOCK HAS BEEN APPROVED
FOR LISTING ON THE OVER-THE-COUNTER BULLETIN BOARD (THE "OTCBB") AND THE COMPANY
HAS AND CONTINUES TO SATISFY ALL OF THE REQUIREMENTS OF THE OTCBB FOR SUCH
LISTING AND FOR THE TRADING OF ITS COMMON STOCK THEREUNDER.
SECTION 3.24
CONSUMMATION OF THE MERGER. SELLERS ACKNOWLEDGES THAT IT IS
THE INTENTION OF THE PURCHASER, UPON COMPLETION OF THE TRANSACTIONS
CONTEMPLATED, TO CAUSE THE COMPANY TO CONSUMMATE A MERGER. SELLERS FURTHER
ACKNOWLEDGE THAT, UPON CONSUMMATION OF THE MERGER, IT IS LIKELY THAT EACH SHARE
WILL INCREASE IN VALUE, POSSIBLY SUBSTANTIALLY. SELLERS HAVE HAD SUCH
OPPORTUNITY AS IT DESIRES TO ASK PURCHASER ANY QUESTIONS AND RECEIVE INFORMATION
CONCERNING THE PROPOSED MERGER, INCLUDING THE RISKS
7
ASSOCIATED THEREWITH, AND HAVE RECEIVED SATISFACTORY ANSWERS TO SUCH QUESTIONS
AND DESIRES TO COMPLETE THE SALE OF THE PURCHASED SHARES CONTEMPLATED UNDER THIS
AGREEMENT.
ARTICLE 4.
REPRESENTATIONS OF THE PURCHASER
The Purchaser represents and warrants, solely as to herself, to the Sellers, as
follows:
SECTION 4.1
EXECUTION AND DELIVERY. THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE PURCHASER OF THIS AGREEMENT IS WITHIN PURCHASER'S POWERS, AND
DOES NOT VIOLATE ANY CONTRACTUAL RESTRICTION CONTAINED IN ANY AGREEMENT WHICH
BINDS OR AFFECTS OR PURPORTS TO BIND OR AFFECT THE PURCHASER.
SECTION 4.2
BINDING EFFECT. THIS AGREEMENT, WHEN EXECUTED AND
DELIVERED BY THE PURCHASER SHALL BE IRREVOCABLE AND WILL CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE PURCHASER ENFORCEABLE AGAINST THE PURCHASER
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW).
SECTION 4.3
INVESTMENT PURPOSE. THE PURCHASER REPRESENTS THAT SHE IS
PURCHASING THE SHARES FOR HER OWN ACCOUNT, WITH THE INTENTION OF HOLDING THE
SHARES, WITH NO PRESENT INTENTION OF DIVIDING OR ALLOWING OTHERS TO PARTICIPATE
IN THIS INVESTMENT OR OF RESELLING OR OTHERWISE PARTICIPATING, DIRECTLY OR
INDIRECTLY, IN A DISTRIBUTION OF THE SHARES, AND SHALL NOT MAKE ANY SALE,
TRANSFER, OR PLEDGE THEREOF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
ANY APPLICABLE SECURITIES LAWS OF ANY STATE UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE UNDER THOSE LAWS. THE PURCHASED SHARES DELIVERED TO
THE PURCHASER SHALL BEAR A RESTRICTIVE LEGEND INDICATING THAT THEY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ARE "RESTRICTED SECURITIES" AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.
SECTION 4.4
INVESTMENT REPRESENTATION. THE PURCHASER REPRESENTS THAT
SHE HAS