Common use of Purchase and Sale of Stock Clause in Contracts

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 per share, for an aggregate purchase price of $187,500. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,500,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.50 per share, for an aggregate purchase price of $187,500750,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,900,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.05 per share, for an aggregate purchase price of $187,50095,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, . is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 150,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.50 per share, for an aggregate purchase price of $187,50075,000 . The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,500,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 1.00 per share, for an aggregate purchase price of $187,5001,500,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares Stock at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares Stock commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares Stock diminished by any limitation on transferability, whether due to the size of the block of Shares shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were was originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares Stock as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company Corporation hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company Corporation on the Closing Date (as herein defined), 250,000 100,000 shares of the CompanyCorporation's Common Stock (the "Stock") at a price of $0.75 0.30 per share, for an aggregate purchase price of $187,50030,000. The purchase price for the Stock shall be paid by Purchaser paid, at the election of the Purchaser, either (a) in cash or or, (b) by check payable to the Company, or by means of a duly executed full-Purchaser's full recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit BA, for use in transferring all or a portion principal amount of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreementnot more than $25,000, and shall enter into a set cash for the remainder of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) purchase price. As security for the payment of the Note or Notes and any renewal, extension renewal or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, Company a security interest in in, and pledges with and delivers to the Company the certificate or certificates representing Company, the Stock, to be held pursuant to the escrow described in Section 8 hereof (the "Escrow"). (eb) In the event that the Purchaser prepays all or a portion of any foreclosure such Note, in accordance with the provisions thereof, the Purchaser intends that the shares of Stock represented by the portion of such Note so paid, including annual interest thereon, shall continue to be held as collateral for the outstanding portion of such Note and shall continue to be held in Escrow, to serve as independent collateral for the outstanding portion of such Note for the purpose of commencing the holding period set forth in Securities and Exchange Commission Rule 144(d). (c) Upon the occurrence of a default in the payment of the security interestNote when due, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior Corporation shall be entitled to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale immediate possession of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to and remedies of a secured party under the California Uniform Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses Code of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the CompanyState of Missouri. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 2,500,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,500500,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. 1.1 Sale and Issuance of Common Stock. --------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Illinois on or before the Closing (as defined below) the Articles of Incorporation of the Company, as heretofore amended (the "Amended Articles") in the form attached hereto as Exhibit A. (b) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties and covenants contained herein, at the Initial Closing, the Second Closing and the Third Closing (as such terms are defined in Section 1.2), each Investor agrees, severally but not jointly, to purchase, and the Company hereby agrees to sell and issue to Purchaser and Purchaser agrees to purchase from each Investor, the Company on the Closing Date (as herein defined), 250,000 number of shares of the Company's Common Stock Stock, no par value per share (the "Common Stock") ), to be purchased by such Investor on such date, and at a price the Initial Closing Safeguard agrees to purchase, and the Company agrees to sell to Safeguard, the warrant to purchase 500,000 of $0.75 per share, for an aggregate purchase price shares of $187,500. The purchase price for the Common Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A B (the "NoteWarrant") made ), in each case as set forth on Schedule I hereto, in exchange for the purchase price to be paid therefor, as set forth on Schedule I and Exhibit C hereto. Safeguard guarantees the performance, to the Companyextent required by the terms and conditions hereof, or by a combination each of the other Investors of its obligations hereunder to purchase that number of shares of Common Stock at each of the First Closing, the Second Closing and the Third Closing as is set forth opposite such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this AgreementInvestor's name on Schedule I hereto; such guaranty is unconditional, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disabilityirrevocable, unlimited and one (1) year following termination as a result of death or disabilitycontinuing. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) This paragraph was amended and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, restated in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, its entirety pursuant to the Security Agreement attached hereto as Exhibit DFirst Amendment to Diamond Technology Partners, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Inc. Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Purchase Purchase Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 800,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,500160,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 4,100,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.05 per share, for an aggregate purchase price of $187,500205,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, hereunder is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,350,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,500270,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 900,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.30 per share, for an aggregate purchase price of $187,500270,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(cI (c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (ai) Subject Purchasers hereby agree to purchase, severally and not jointly, from the terms Company, and conditions of this Agreement, the Company hereby agrees to issue and sell to Purchaser the Purchasers (in their respective amounts as set out below) Common Stock representing (5%) of the capital stock (calculated on a fully-diluted basis including all options, warrants,, convertible securities and Purchaser agrees other rights to purchase from acquire capital stock) of the Company shares (the "Shares")] for an original purchase price of US$1(the "Original Purchase Price"). The Purchasers shall purchase severally and not jointly, the Shares in their respective amounts as follows; SOSV: 90% of the Shares (being 77 of the Shares). Gmobi: 10% of the Shares (being 9 of the Shares). The Company shall deliver a certificate to each of SOSV and Gmobi evidencing their respective ownership of the Shares in such number in their respective amounts as set above against delivery of the Original Purchase Price to the Company. (ii) The Company hereby warrants and undertakes to the Purchasers that the Shares,· if not issued immediately on the Closing Date execution of this Agreement, shall be issued at the earlier of (as herein defined), 250,000 shares i) the next update of the Company's Common Stock official share register or (ii) at the next financing round closed by the Company (the "StockShare Issuance Date") at a price ). Notwithstanding the fact that the Shares may not be issued in the name of $0.75 per sharethe Purchasers until the Share Issuance Date, for an aggregate purchase price of $187,500. The purchase price for the Stock each Purchaser shall be paid by Purchaser entitled to all rights, title, benefits and privileges as provided for herein in cash or by check payable to respect of the Shares, and the Company's capitalization table shall at all times reflect the Shares, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years and from the date of this Agreementexecution hereof. The Company shall indemnify the Purchasers in full in respect of all obligations provided for herein. (iii) The Company further warrants and undertakes to the Purchaser, thirty (30) days following termination in consideration of Purchaser's employment with or services the advisory service provided to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of by the Purchaser's Stock upon exercise of , that in the Purchase Option event the company or any Nominated Entity (as defined below) operates a Coin or Token Sale (as defined below), the Purchaser Company shall deliver be obliged to automatically issue to the Secretary Purchaser, or hold on trust for the Purchaser (at the sole discretion of the CompanyPurchaser at the time of the Coin or Token Sale) the Purchaser's Advisory Tokens of the total Coin or Tokens issued to the Founder in such Coin or Token Sale. (iv) For purposes of this Agreement, acting as escrow holder(a) "Ownership Interest" means, or such other escrow holder as designated by with respect to a specified Person, the percentage of the capital stock of the Company (the "Escrow HolderCapital Stock"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock owned by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.Person

Purchase and Sale of Stock. (a) Subject to the terms and conditions Upon execution of this Agreement, Employee will purchase, and the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined)will sell, 250,000 _______ shares of the Company's Class L Common Stock (the "Stock") at a price of $0.75 9.00 per share and ________ shares of Class A Common at a price of $0.1111 per share, for an aggregate purchase price of $187,500________. All of the shares of Employee Stock issued to Employee pursuant to this Section 1(a) shall constitute "Time Vesting ------------ Shares." ------ (b) The Company will deliver to Employee copies of certificates representing the shares of Employee Stock purchased pursuant to this Agreement, and, upon receipt of such copies, Employee will deliver to the Company (i) a certified bank check, wire transfer of funds or a personal check in the amount of the aggregate purchase price for under Section 1(a) above, (ii) an executed consent from Employee's spouse (if any) in the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means form of Exhibit B attached hereto --------- and (iii) a duly executed full-recourse promissory note in the form of Annex 1 attached hereto as Exhibit A in the ------- principal amount of ______ (the "Note") made ). If, at any time subsequent to the Companydate ---- hereof and prior to the occurrence of a Termination Event (as defined in Section 3(g) hereof), Employee becomes legally married (whether in the first instance or by to a combination different spouse), Employee shall cause Employee's spouse to execute and deliver a consent in the form of Exhibit B attached hereto. Employee's failure --------- to deliver the Company an executed consent in the form of Exhibit B at any time --------- when Employee would otherwise be required to deliver such consent shall constitute Employee's continuing representation and warranty that Employee is not legally married as of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaserdate. Employee's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing obligations under the Note (if any) and to insure the availability for delivery shall be secured by a pledge in favor of the Purchaser's Stock upon exercise Company of all of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary shares of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this AgreementEmployee Stock, and in connection therewith, Employee shall enter into a set of Joint Escrow Instructions pledge agreement in the form of Annex 2 attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stockhereto. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.-------

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,50050,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. 1.1 Sale and Issuance of Series A Preferred Stock. (a) The Board of Directors of the Company has approved, and upon receipt of all necessary stockholder approvals, the Company shall file with the Secretary of State of the State of Delaware on or before the Closing (as defined below), an Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the “Restated Certificate”). (b) The Board of Directors of the Company has authorized, subject to the receipt of all necessary stockholder approvals, (i) the sale and issuance to the Investors of the Series A Preferred Stock (as defined below) and (ii) the issuance of the shares of Common Stock (as defined below) to be issued upon conversion of the Series A Preferred Stock (the “Conversion Shares”). The Series A Preferred Stock and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate. (c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing (as defined below) and the Company hereby agrees to sell and issue to Purchaser and Purchaser agrees to purchase from each Investor at the Company on the Closing Date (as herein defined)Closing, 250,000 that number of shares of the Company's Common ’s Series A Preferred Stock (the "Stock") at set forth opposite each Investor’s name on Schedule A hereto for a price of $0.75 per share, for an aggregate purchase price of $187,500. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A 5.17 per share (the "Note") made to the Company, or by a combination of such methods of payment“Per Share Price”). (bd) The Note shall become payable If requested by the Company pursuant to Section 1.1(e) hereof, the Investors may, in full upon the earlier sole discretion of four years the Investors holding a majority of the Series A Preferred Stock, purchase additional shares of the Company’s Series A Preferred Stock from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services time to time at a per share purchase price equal to the Company except Per Share Price (such purchase, an “Additional Investment”) for death or disabilityaggregate cash consideration not to exceed $15,000,000, and one (1) year following termination as a result of death or disability. (c) As security for in order to finance the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) Company’s working capital needs and to insure finance investments and acquisitions other than the availability for delivery of acquisition described in the Purchaser's Stock upon exercise of the Asset Purchase Option Agreement (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In If the event of any foreclosure of Company wishes to request that the security interestInvestors make an Additional Investment, the Company may sell the Shares at a private sale or may itself repurchase any or all shall notify each Investor within 45 days of the Stockdate hereof. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: Such notice shall be irrevocable and shall specify (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value estimated closing date of the Shares diminished by any limitation Additional Investment (which shall be a Business Day and shall be on transferability, whether due to or after the size date of the block of Shares or the restrictions of applicable securities lawsClosing), or (ii) the book value per Share as recorded number of shares each Investor would buy (pro rata, based on the Company's books at the end amount of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment)Investor’s original purchase, or as otherwise agreed by the Investors) and the aggregate consideration each Investor would pay in such Additional Investment, (iii) a reasonably detailed description of the price at which anticipated use of proceeds of such Additional Investment, and (iv) to the Stock were originally purchased by extent the Purchaserproceeds of the Additional Investment are to be used for investments or acquisitions, the conditions to consummation of such transaction or transactions. In addition, the Company shall provide the Investors with such other information as the Investors may reasonably request after they have received such notice. (f) In If, within 45 days of the event of default in payment when due of any indebtedness under the Notedate hereof, (a) the Company may elect then, or at any time thereafter, to exercise all rights available to provides the notice described in Section 1.1(e) and (b) Investors whose pro rata portions of the requested Additional Investment together represent a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase majority of the Shares as provided above. The proceeds of any sale Series A Preferred Stock to be sold in connection with such Additional Investment shall be applied in have notified the following order: Company that they (i) To pay all reasonable expenses of waive the Company condition to Closing set forth in enforcing this AgreementSection 8.8(b) hereof, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In are willing to provide their respective portions of the Additional Investment (subject to satisfaction of the remaining indebtedness under conditions to the Note. (iiiSubsequent Closing), such Investor(s) To shall, subject to the Purchasersatisfaction of the conditions set forth in Sections 7 and 8 hereof and relying on the representations and warranties herein set forth, any remaining proceeds. (g) Upon full payment by purchase from the Purchaser Company at the Per Share Price that number of all amounts due shares of the Company’s Series A Preferred Stock representing such Investors’ respective pro rata portions of the Additional Investment on Purchaser's Notethe requested closing date. If Investors who have agreed to purchase a majority of the shares of Preferred Stock sold pursuant to this Agreement so request, the Escrow Holder Company and the Investors shall deliver work together in good faith to agree on modifications to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging conditions precedent to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the CompanySubsequent Closing, and the Escrow Holder Company shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required deliver an amended notice pursuant to other restrictions imposed pursuant to this AgreementSection 1.1(e) incorporating such agreed conditions precedent.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 550,00 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.05 per share, for an aggregate purchase price of $187,50027,525. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary President of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, . representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 2,000,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,500400,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing ow0ing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 37,500 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.10 per share, for an aggregate purchase price of $187,5003,750. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 900,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.30 per share, for an aggregate purchase price of $187,500270,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 _________ shares of the Company's Common Stock (the "Stock") at a price of $0.75 ____ per share, for an aggregate purchase price of $187,500_______. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 400,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.50 per share, for an aggregate purchase price of $187,500200,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 4,500,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.20 per share, for an aggregate purchase price of $187,500900,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 325,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.50 per share, for an aggregate purchase price of $187,500162,5000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of Of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,000,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 per share, for an aggregate purchase price of $187,500750,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares Stock at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares Stock commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares Stock diminished by any limitation on transferability, whether due to the size of the block of Shares shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were was originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares Stock as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (ai) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 ____ shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.10 per share, for an aggregate purchase price of $187,500____. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (bii) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (ciii) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (div) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (ev) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (fvi) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i1) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii2) In satisfaction of the remaining indebtedness under the Note. (iii3) To the Purchaser, any remaining proceeds. (gvii) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 1,000,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 per share, for an aggregate purchase price of $187,500750,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

Purchase and Sale of Stock. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company on the Closing Date (as herein defined), 250,000 600,000 shares of the Company's Common Stock (the "Stock") at a price of $0.75 0.30 per share, for an aggregate purchase price of $187,500180,000. The purchase price for the Stock shall be paid by Purchaser in cash or by check payable to the Company, or by means of a duly executed full-recourse promissory note in the form attached hereto as Exhibit A (the "Note") made to the Company, or by a combination of such methods of payment. (b) The Note shall become payable in full upon the earlier of four five years from the date of this Agreement, thirty (30) days following termination of Purchaser's employment with or services to the Company except for death or disability, and one (1) year following termination as a result of death or disability. (c) As security for the faithful performance of this Agreement, the repayment of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver to the Secretary of the Company, acting as escrow holder, or such other escrow holder as designated by the Company (the "Escrow Holder"), all certificates representing the Stock and two executed blank stock assignments, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said Stock to the Company, as required under this Section 1(c) or under any other provision of this Agreement, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company, pursuant to the Security Agreement attached hereto as Exhibit D, a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Stock. (e) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Stock. The parties acknowledge that, prior to the establishment of a public market for the Stock of the Company, the securities laws applicable to the sale of the Stock make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Stock by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at any of the following prices: (i) a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws, or (ii) the book value per Share as recorded on the Company's books at the end of the last fiscal quarter prior to the date of sale of the Stock upon foreclosure (whether or not such book value per share is unaudited and subject to adjustment), or (iii) the price at which the Stock were originally purchased by the Purchaser. (f) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the California Commercial Code, including the right to sell the Stock at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order: (i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company. (ii) In satisfaction of the remaining indebtedness under the Note. (iii) To the Purchaser, any remaining proceeds. (g) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Stock in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment and the executed original of the Note marked "canceled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.