Common use of Intent and Access Clause in Contracts

Intent and Access. Such Shareholder is acquiring the shares of Action Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges that the shares of Action Common Stock are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Shareholder has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Action and its subsidiaries and their officers concerning Action and its subsidiaries. Without limiting the foregoing, such Shareholder specifically acknowledges the receipt of Action's Form 10-K Report for the fiscal year ended September 30, 1997, as amended on Form 10-K/A; Action's Form 10-Q for the nine months ended June 30, 1998; Action's Proxy Statement dated January 28, 1998; Action's 1997 Annual Report to Shareholders; and Action's Prospectus dated July 21, 1998.

Intent and Access. Such Shareholder Seller is acquiring the shares of Action Buyer's Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder Seller acknowledges that the shares of Action Buyer's Common Stock are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder Seller understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Shareholder Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action Buyer and its subsidiaries as they believe he believes necessary and have has been given the opportunity to ask questions of and receive answers from Action Buyer and its subsidiaries and their officers concerning Action Buyer and its subsidiaries. Without limiting the foregoing, such Shareholder Seller specifically acknowledges the receipt of ActionBuyer's Form 10-K KSB Report for the fiscal year ended September 30, 19971996, as amended on Form 10-K/A; Action's Form 10-Q for the nine months ended June 30, 1998; ActionBuyer's Proxy Statement dated January 2829, 1998; Action1996, Buyer's 1997 1996 Annual Report to Shareholders; and Action, Buyer's Prospectus dated July 21May 29, 19981996, Buyer's Current Report on Form 8-K dated June 20, 1996, and Buyer's Current Report on Form 8-K dated November 7, 1996. Notwithstanding the foregoing, Sellers understand that Buyer will promptly undertake to register the Buyer's Common Stock.

Intent and Access. Such Shareholder Seller is acquiring the shares of Action Buyer's Common Stock and Buyer's Promissory Note without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges Seller and the MTL Partners acknowledge that the shares of Action Buyer's Common Stock and Buyer's Promissory Note are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands Seller and the MTL Partners understand that certificates for such shares and such note will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares and note are "restricted securities" under such federal and state laws. Such Shareholder has Seller and the MTL Partners have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action Buyer and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Action Buyer and its subsidiaries and their officers concerning Action Buyer and its subsidiaries. Without limiting the foregoing, such Shareholder Seller and the MTL Partners specifically acknowledges acknowledge the receipt of ActionBuyer's Form 10-K KSB Report for the fiscal year ended September 30, 19971996, as amended on Form 10-K/A; Action's Form 10-Q for the nine months ended June 30, 1998; ActionBuyer's Proxy Statement dated January 2829, 1998; Action1996, 5 Buyer's 1997 1995 Annual Report to Shareholders; and Action, Buyer's Prospectus dated July 21May 29, 19981996, Buyer's Current Report on Form 8-K dated June 20, 1996, and Buyer's Current Report on Form 8-K dated November 7, 1996. Notwithstanding the foregoing, Seller understands that Buyer will promptly undertake to register the Buyer's Common Stock.

Intent and Access. Such Shareholder Seller is acquiring the shares of Action Buyer's Common Stock and Buyer's Promissory Note without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Seller and Shareholder acknowledges acknowledge that the shares of Action Buyer's Common Stock and Buyer's Promissory Note are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Seller and Shareholder understands understand that certificates for such shares and such note will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares and note are "restricted securities" under such federal and state laws. Such Seller and Shareholder has have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action Buyer and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Action Buyer and its subsidiaries and their officers concerning Action Buyer and its subsidiaries. Without limiting the foregoing, such Seller and Shareholder specifically acknowledges acknowledge the receipt of ActionBuyer's Form 10-K Report for the fiscal year ended September 30, 19971996, as amended on Form 10-K/A; ActionBuyer's Form 10-Q for the nine months ended June 30, 1998; Action1996, Buyer's Proxy Statement dated January 28July 29, 1998; Action1996, Buyer's 1997 1996 Annual Report to Shareholders; , and ActionBuyer's Prospectus dated July 21May 29, 19981996. Notwithstanding the foregoing, Seller shall have the right to transfer a portion of the Shares to Joe Mattes, David Furr, axx Xxxxxx Hawx, xxxx xx whom ix xxxxxxxx with the transactions contemplated hereby and each of whom is an "accredited investor" under applicable rules of the Securities and Exchange Commission.