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 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 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), 250,000 900,000 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. (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 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 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), 250,000 150,000 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 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. (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. (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. 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 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. (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 1.1 Upon the basis of the representations and warranties contained herein and subject to the terms and conditions of this Agreement, at the Company hereby agrees time of "Closing" (as hereinafter defined) Seller shall sell, convey, transfer, assign and deliver to sell to Purchaser Buyer, and Purchaser agrees to Buyer shall purchase from the Company on the Closing Date (as herein defined)Seller, 250,000 shares all of the Company's Stock. 1.2 At the time of Closing, as the purchase price for the Stock, and in exchange therefor, Buyer shall pay to Seller: (a) $28,000,000 Cash (the "Cash Portion"); and (b) Shares of EarthCare Common Stock (the "StockShare Portion") at having a price of value equal to $0.75 per share5,000,000, for an aggregate purchase price of $187,500. The purchase price for computed as set forth below (hereinafter referred to as the Stock "Shares"), will be delivered to Seller, provided, however that such shares shall be paid by Purchaser in cash or by check payable subject to the Company, or by means of a duly executed fulllock-recourse promissory note up agreement in the form of Exhibit "A-1", attached hereto as Exhibit A (the "NoteLock-up Agreement") made and provided further that Shares having a value of $1,000,000 (computed as set forth below) shall be held in escrow by an escrow agent (the "Escrow Agent") selected by the parties (the "Retained Shares") for 180 days following Closing, as security for Seller's obligation 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 indemnify Buyer under this Agreement. The Retained Shares shall be held pursuant to an escrow agreement ("Escrow Agreement") in the form of Exhibit "A" hereto. Notwithstanding the foregoing, thirty (30) days following termination Buyer may at any time prior to Closing, elect to pay the Share Portion in cash at Closing, by wire transfer 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 disabilityimmediately available funds. (c) As security for For purposes of determining the faithful performance number of this AgreementShares issued to Seller and the number of Shares held in escrow, the repayment shares of the amount owing under the Note (if any) and to insure the availability for delivery of the Purchaser's EarthCare Common Stock upon exercise of the Purchase Option (as defined below), the Purchaser shall deliver be valued at a price equal to the Secretary of average closing price for such shares on 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 CompanyNASDAQ National Market System, as required under this Section 1(creported by The Wall Street Journal, ----------------------- during the five (5) 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. trading day period ending two (d2) 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, trading days 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 PurchaserClosing. (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 1,000,000 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. (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 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 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), 250,000 325,000 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 Purchaser hereby agrees to purchase from the terms Company, and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from Purchaser, a whole number of shares of common stock of the Company equal to the sum of (a) 33% of (i) the total number of shares of common stock of the Company actually sold in the Company's initial public offering (the "Initial Public Offering") (excluding any shares issuable upon exercise of any overallotment option granted to the underwriters of the Initial Public Offering) under a registration statement on Form S-1 (No. 333-78363) filed with the Closing Date Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as herein defined)amended (the "Act") (such shares of common stock being referred to as the "Initial Purchaser Stock") plus (ii) the total number of shares sold in the Disney and Torstar private placements as described in the registration statement, 250,000 plus (b) that number of shares of the Company's Common Stock common stock of the Company which could be purchased at the IPO Price (as defined in the next sentence) for $5 million (such shares being referred to as the "Additional Purchaser Stock," and together with the Initial Purchaser Stock, the "Stock") at a price of $0.75 per share, for an aggregate purchase price of $187,500). The term "IPO Price" means the initial price per share to the public of the common stock being offered in the Initial Public Offering, as reflected on the cover page of the final prospectus filed with the SEC pursuant to Rule 424(b) filed under the Act. The total purchase price for the Stock shall be paid the product of the total number of shares of Stock multiplied 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 IPO Price. The closing hereunder (the "NoteClosing") made to ), including payment for and delivery of the CompanyStock in cash shall occur at the offices of Coolxx Xxxward LLP, 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 counsel 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 HolderCounsel"), all certificates representing 3000 Xxxx Xxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000, xxncurrently with 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 closing 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 thenInitial Public Offering, or at any such other time thereafter, to exercise all rights available to a secured party under and place as 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 Companyparties may mutually agree. (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 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), 250,000 550,00 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) 1.1 Sale and Issuance of Securities by the Company. Subject to the terms and conditions of this Agreement, IPVC agrees to purchase at the Closing and the Company hereby agrees to sell and issue to Purchaser and Purchaser agrees to purchase from the Company on IPVC at the Closing Date the following securities: (as herein defined), 250,000 shares of the Company's Common Stock a) A convertible promissory note (the "StockConvertible Note") 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 in the total principal amount of five hundred thousand dollars ($500,000); and (b) Six million (6,000,000) shares of Common Stock (the "Commitment Stock"); and (c) A Common Stock purchase warrant (the "Company Warrant") entitling the holder to purchase one million (1,000,000) shares of Common Stock for an aggregate purchase price of one dollar ($1.00) in the form attached hereto as Exhibit B; and (d) Two million two hundred fifty thousand (2,250,000) shares of Common Stock (the "Swap Stock"). The Commitment Stock and the Swap Stock shall be nontransferable until performance by IPVC of the Investment Commitment and the Company shall maintain "stop transfer" instructions with its transfer agent until such time as the Investment Commitment has been performed. 1.2 Sale and Issuance of Securities and other Consideration by IPVC. Subject to the terms and conditions of this Agreement, IPVC agrees to tender the cash indicated below in exchange for the Convertible Note and the Company agrees to purchase at the Closing and IPVC agrees to sell and issue to the Company at the Closing the following securities and other consideration: (a) Cash in the aggregate amount of four hundred thousand dollars ($400,000) and the cancellation of an outstanding note (the "Note") made in the principal amount of one hundred thousand dollars ($100,000) to the Company, or by a combination order of such methods of paymentIPVC.; and (b) The Note shall become payable a commitment (the "Investment Commitment") to invest in full upon the earlier of Company an additional four years from million five hundred thousand dollars ($4,500,000) on or before March 31, 2004, on the date terms and conditions set forth on Schedule A, which is hereby made a part 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 a warrant (the "Swap Stock Preferred Warrant") to purchase an amount of convertible preferred stock of IPVC for the faithful performance an aggregate purchase price of this Agreement, the repayment of the amount owing under the Note one dollar (if any) and to insure the availability for delivery of the Purchaser's Stock upon exercise of the Purchase Option (as defined below$1.00), the Purchaser shall deliver with dividend and liquidation preference over all other series of capital stock of IPVC issued subsequent to the Secretary Swap Stock Preferred Warrant, equal to the number of the Company, acting as escrow holder, or such other escrow holder as designated shares of Swap Stock issued by the Company multiplied by $0.85 per share, such that the Company shall receive IPVC convertible preferred stock with a value (the "Escrow Holder"assuming conversion to common stock) of one million nine hundred twelve thousand five hundred dollars ($1,912,500), all certificates representing subject to pro-rata adjustment in the Stock and two executed blank stock assignmentsevent of a Company financing at a pre-money valuation lower than $10,290,000, in the form attached hereto as Exhibit B, for use in transferring all or a portion of said C. The Swap Stock to the Company, as required under this Section 1(c) or under any other provision of this AgreementPreferred Warrant shall not be exercisable unless and until IPVC performs its Investment Commitment, and shall enter into a set of Joint Escrow Instructions in the form attached hereto as Exhibit C. (d) As security remain exercisable 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 Stockone year thereafter. (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.

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.