Common use of SECURITIES LEGENDS Clause in Contracts

SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following forms: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED PURSUANT TO A REGISTRATION STATEMENT COVERING THE TRANSFER OF SUCH SHARES OR A VALID EXEMPTION FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***, PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 27, 1998, AMONG THE ISSUER AND THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORP., A CONNECTICUT CORPORATION. PRIOR TO THE EXPIRATION OF SUCH HOLDING PERIOD, SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.

SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following formsNASAA UNIFORM LEGEND: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES REPRESENTED ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS CERTIFICATE WERE ISSUED IN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A TRANSACTION CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO WHICH RULE 145 PROMULGATED RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIESAND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF CALIFORNIA: THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SHARES MAY ONLY BE TRANSFERRED SECURITIES. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OX XXX STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. FOR RESIDENTS OF CONNECTICUT: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A REGISTRATION STATEMENT COVERING CLAIM OF EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE TRANSFER OF SUCH SHARES CONNECTICUT UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR A VALID TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATIONREGISTRATION IS AVAILABLE. FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. THE SHARES REPRESENTED FILING OF THIS OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR NEW YORK RESIDENTS: NEITHER THIS CERTIFICATE AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT IN VARIOUS STATES TO A CONTRACTUAL HOLDING PERIOD EXPIRING RESTRICTIONS ON ***, PURSUANT TO THAT CERTAIN AGREEMENT TRANSFERABILITY AND PLAN OF MERGER, DATED AS OF JULY 27, 1998, AMONG THE ISSUER RESALE AND THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORP., A CONNECTICUT CORPORATION. PRIOR TO THE EXPIRATION OF SUCH HOLDING PERIOD, SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER SHALL SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE 9 SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OF ADEQUACY OF THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR FOREIGN INVESTORS: THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PROSPECTIVE INVESTORS WILL BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER REPRESENT THAT THEY ARE NOT U.S. PERSONS AND ARE NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR ASSIGNMENT. UPON THE WRITTEN REQUEST BENEFIT OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999A U.S. PERSON." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.

SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following formsNASAA UNIFORM LEGEND: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES REPRESENTED ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS CERTIFICATE WERE ISSUED IN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A TRANSACTION CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO WHICH RULE 145 PROMULGATED RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIESAND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ALABAMA, IDAHO, INDIANA, MISSISSIPPI, NORTH CAROLINA, OREGON, SOUTH CAROLINA, SOUTH DAKOTA, OR TENNESSEE: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ARKANSAS: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(A)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED HEREBY HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THE SECURITIES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS AGREEMENT OR THE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR RESIDENTS OF CALIFORNIA: THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. FOR RESIDENTS OF CONNECTICUT: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FOR RESIDENTS OF FLORIDA: PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD) TO CLEAN WATER TECHNOLOGIES, INC., 4030 PALOS VERDES DRIVE NORTH, SUITE 104, ROLLING HILLS ESTATES, XXLIFORNIA 90274, ATTENTION: PRESIDENT. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE OFFERING OR THESE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A TRANSACTION THAT IS EXEMPT UNDER SAID ACT. FOR RESIDENTS OF ILLINOIS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FOR RESIDENTS OF MAINE: THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SHARES SECURITIES MAY BE DEEMED RESTRICTED AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. FOR RESIDENTS OF MASSACHUSETTS: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF MASSACHUSETTS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE MASSACHUSETTS SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. FOR RESIDENTS OF MISSOURI: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY ONLY BE TRANSFERRED DISPOSED OF THROUGH A REGISTERED BROKER-DEALER. IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI SECURITIES ACT. FOR RESIDENTS OF NEW HAMPSHIRE: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR NEW YORK RESIDENTS: NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. FOR RESIDENTS OF PENNSYLVANIA: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT. THE SECURITIES PURCHASED HEREBY CANNOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION STATEMENT COVERING UNDER THE TRANSFER OF SUCH SHARES PENNSYLVANIA SECURITIES ACT OR A VALID EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY SECURITIES REGULATORY AUTHORITY OF THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE MERITS OF THIS CERTIFICATE OFFERING OR THE ACCURACY OR ADEQUACY OF THESE DISCLOSURE MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS: (1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE SECURITIES FOR A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***OF 12 MONTHS FROM THE DATE OF THE CLOSING OF THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE REGULATIONS THEREUNDER; AND (2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT, PURSUANT TO THAT CERTAIN AGREEMENT SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND PLAN RECEIVE A FULL REFUND OF MERGERALL MONIES PAID, DATED AS WITHIN TWO BUSINESS DAYS AFTER THE DATE OF JULY 27, 1998, AMONG RECEIPT BY THE ISSUER AND OF THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORPINVESTOR'S EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO WITHDRAW TO: CLEAN WATER TECHNOLOGIES, INC., A CONNECTICUT CORPORATION4040 PALOS VERDES DRIVE NORTH, SUITE 105, ROLLING HILLS ESTATES, XXXXXXXXXX 00000, XXXXXXXXX: XXXXXXXXX. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE EXPIRATION END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH HOLDING PERIODLETTER BY CERTIFIED MAIL, SUCH SHARES RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. FOR RESIDENTS OF SOUTH CAROLINA: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY THESE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND THE ISSUER SHALL NOT APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO GIVE EFFECT BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF UTAH: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UTAH UNIFORM SECURITIES ACT AND CANNOT THEREFORE BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY ATTEMPTED SALESTATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST NOR HAVE ANY OF THE HOLDER FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS CERTIFICATEOFFERING OR THE ACCURACY OF ADEQUACY OF THE CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR FOREIGN INVESTORS: THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE ISSUER AGREES UNITED STATES (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PROSPECTIVE INVESTORS WILL BE REQUIRED TO REMOVE THIS RESTRICTIVE LEGEND (REPRESENT THAT THEY ARE NOT U.S. PERSONS AND ANY STOP ORDER PLACED WITH ARE NOT ACQUIRING THE TRANSFER AGENT) WHEN SECURITIES FOR THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999ACCOUNT OR BENEFIT OF A U.S. PERSON." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.

SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following formsNASAA UNIFORM LEGEND: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES REPRESENTED ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS CERTIFICATE WERE ISSUED IN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A TRANSACTION CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO WHICH RULE 145 PROMULGATED RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIESAND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ALABAMA, IDAHO, INDIANA, MISSISSIPPI, NORTH CAROLINA, OREGON, SOUTH CAROLINA, SOUTH DAKOTA, OR TENNESSEE: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ARKANSAS: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(a)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED HEREBY HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THE SECURITIES OFFERED HEREBY OR ISSUABLE UPON EXERCISE HEREOF, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS AGREEMENT OR THE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR RESIDENTS OF CALIFORNIA: THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SALE OF THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. FOR RESIDENTS OF CONNECTICUT: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF CANNOT, THEREFORE, BE RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FOR RESIDENTS OF FLORIDA: PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT, FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD) TO SYNOVICS PHARMACEUTICALS, INC., 2575 EAST CAMELBACK ROAD, SUITE 450, PHOENIX, ARIZONA 85016, ATTENTIXX: XXXXXXXXX. XXXXXX XXX XXXX XXXX XXXXXXX XXXXXX, XXX XUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE OFFERING OR THESE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A TRANSACTION THAT IS EXEMPT UNDER SAID ACT. FOR RESIDENTS OF ILLINOIS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FOR RESIDENTS OF MAINE: THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SHARES SECURITIES MAY BE DEEMED RESTRICTED AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. FOR RESIDENTS OF MASSACHUSETTS: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF MASSACHUSETTS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE MASSACHUSETTS SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. FOR RESIDENTS OF MISSOURI: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY ONLY BE TRANSFERRED DISPOSED OF THROUGH A REGISTERED BROKER-DEALER. IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI SECURITIES ACT. FOR RESIDENTS OF NEW HAMPSHIRE: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR NEW YORK RESIDENTS: NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. FOR RESIDENTS OF PENNSYLVANIA: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT. THE SECURITIES PURCHASED HEREBY AND ISSUABLE UPON EXERCISE HEREOF CANNOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION STATEMENT COVERING UNDER THE TRANSFER OF SUCH SHARES PENNSYLVANIA SECURITIES ACT OR A VALID EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY SECURITIES REGULATORY AUTHORITY OF THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE MERITS OF THIS CERTIFICATE OFFERING OR THE ACCURACY OR ADEQUACY OF THESE DISCLOSURE MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS: (1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE SECURITIES FOR A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***OF 12 MONTHS FROM THE DATE OF THE CLOSING OF THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE REGULATIONS THEREUNDER; AND (2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT, PURSUANT TO THAT CERTAIN AGREEMENT SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND PLAN RECEIVE A FULL REFUND OF MERGERALL MONIES PAID, DATED AS WITHIN TWO BUSINESS DAYS AFTER THE DATE OF JULY 27, 1998, AMONG RECEIPT BY THE ISSUER AND OF THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORPINVESTOR'S EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO WITHDRAW TO: SYNOVICS PHARMACEUTICALS, INC., A CONNECTICUT CORPORATION2575 EAST CAMELBACK ROAD, SUITE 450, PHOENIX, ARIZONA 85016, XXXXXXXXX: XXXXXXXXX. XXXX XXXXXX XX XXXXXXXX XXXXXX XX XXNT AND POSTMARKED PRIOR TO THE EXPIRATION END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH HOLDING PERIODLETTER BY CERTIFIED MAIL, SUCH SHARES RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. FOR RESIDENTS OF SOUTH CAROLINA: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY THESE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND THE ISSUER SHALL NOT APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO GIVE EFFECT BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF UTAH: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UTAH UNIFORM SECURITIES ACT AND CANNOT THEREFORE BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY ATTEMPTED SALESTATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST NOR HAVE ANY OF THE HOLDER FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS CERTIFICATEOFFERING OR THE ACCURACY OF ADEQUACY OF THE CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR FOREIGN INVESTORS: THE SECURITIES BEING OFFERED HEREBY AND ISSUABLE UPON EXERCISE HEROF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE ISSUER AGREES UNITED STATES (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PROSPECTIVE INVESTORS WILL BE REQUIRED TO REMOVE THIS RESTRICTIVE LEGEND (REPRESENT THAT THEY ARE NOT U.S. PERSONS AND ANY STOP ORDER PLACED WITH ARE NOT ACQUIRING THE TRANSFER AGENT) WHEN SECURITIES FOR THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999ACCOUNT OR BENEFIT OF A U.S. PERSON." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.

SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following formsNASAA UNIFORM LEGEND: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES REPRESENTED ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS CERTIFICATE WERE ISSUED IN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A TRANSACTION CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO WHICH RULE 145 PROMULGATED RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIESAND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ALABAMA, IDAHO, INDIANA, MISSISSIPPI, NORTH CAROLINA, OREGON, SOUTH CAROLINA, SOUTH DAKOTA, OR TENNESSEE: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF ARKANSAS: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(A)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED HEREBY HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITX XXX SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THE SECURITIES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS AGREEMENT OR THE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR RESIDENTS OF CALIFORNIA: THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF TXX XXXTE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. FOR RESIDENTS OF CONNECTICUT: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FOR RESIDENTS OF FLORIDA: PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD) TO SHEERVISION, INC., 4040 PALOS VERDES DRIVE NORTH, SUITE 105, ROLLING HILLS ESTATES, CALIFORXXX 00000, XXXXXXXXX: XXXXXXXXX. XXXXXX XXX XXXX XXXX XXXXXXX XXXXXX, XXX XXXX XXSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE OFFERING OR THESE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A TRANSACTION THAT IS EXEMPT UNDER SAID ACT. FOR RESIDENTS OF ILLINOIS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FOR RESIDENTS OF MAINE: THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SHARES SECURITIES MAY BE DEEMED RESTRICTED AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. FOR RESIDENTS OF MASSACHUSETTS: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF MASSACHUSETTS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE MASSACHUSETTS SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. FOR RESIDENTS OF MISSOURI: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY ONLY BE TRANSFERRED DISPOSED OF THROUGH A REGISTERED BROKER-DEALER. IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI SECURITIES ACT. FOR RESIDENTS OF NEW HAMPSHIRE: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR NEW YORK RESIDENTS: NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. FOR RESIDENTS OF PENNSYLVANIA: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT. THE SECURITIES PURCHASED HEREBY CANNOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION STATEMENT COVERING UNDER THE TRANSFER OF SUCH SHARES PENNSYLVANIA SECURITIES ACT OR A VALID EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY SECURITIES REGULATORY AUTHORITY OF THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE MERITS OF THIS CERTIFICATE OFFERING OR THE ACCURACY OR ADEQUACY OF THESE DISCLOSURE MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS: (1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE SECURITIES FOR A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***OF 12 MONTHS FROM THE DATE OF THE CLOSING OF THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE REGULATIONS THEREUNDER; AND (2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT, PURSUANT TO THAT CERTAIN AGREEMENT SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND PLAN RECEIVE A FULL REFUND OF MERGERALL MONIES PAID, DATED AS WITHIN TWO BUSINESS DAYS AFTER THE DATE OF JULY 27, 1998, AMONG RECEIPT BY THE ISSUER AND OF THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORPINVESTOR'S EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO WITHDRAW TO: SHEERVISION, INC., A CONNECTICUT CORPORATION4040 PALOS VERDES DRIVE NORTH, SUITE 105, ROLLING HILLS ESTATES, XXXXXXXXXX 00000, XXXXXXXXX: XXXXXXXXX. XXXX XXXXXX XX XXXXXXXX XXXXXX XX XXXX AND POSTMARKED PRIOR TO THE EXPIRATION END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH HOLDING PERIODLETTER BY CERTIFIED MAIL, SUCH SHARES RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST. FOR RESIDENTS OF SOUTH CAROLINA: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY THESE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED RESOLD EXCEPT AS PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND THE ISSUER SHALL NOT APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO GIVE EFFECT BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF UTAH: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UTAH UNIFORM SECURITIES ACT AND CANNOT THEREFORE BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY ATTEMPTED SALESTATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST NOR HAVE ANY OF THE HOLDER FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS CERTIFICATEOFFERING OR THE ACCURACY OF ADEQUACY OF THE CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR FOREIGN INVESTORS: THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE ISSUER AGREES UNITED STATES (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PROSPECTIVE INVESTORS WILL BE REQUIRED TO REMOVE THIS RESTRICTIVE LEGEND (REPRESENT THAT THEY ARE NOT U.S. PERSONS AND ANY STOP ORDER PLACED WITH ARE NOT ACQUIRING THE TRANSFER AGENT) WHEN SECURITIES FOR THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999ACCOUNT OR BENEFIT OF A U.S. PERSON." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.

SECURITIES LEGENDS. The (a) Each certificate or certificates evidencing the ownership of shares of UniCapital Stock to Series A Shares shall be delivered to the Stockholders stamped or otherwise have endorsed or imprinted thereon a legend in the Merger will bear restrictive legends substantially in the following formsform, so long as applicable: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED AND ANY SHARES OF COMMON STOCK OF THE CORPORATION ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION ACCORDANCE WITH THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SHARES OF COMMON STOCK OF THE CORPORATION ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO WHICH RULE 145 PROMULGATED AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIESOR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY ONLY BE TRANSFERRED PURSUANT TO A REGISTRATION STATEMENT COVERING THE SALE OR TRANSFER OF SUCH SHARES OR A VALID EXEMPTION FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF IS FURTHER SUBJECT TO A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***RESTRICTIONS CONTAINED IN AN INVESTOR RIGHTS AGREEMENT BY AND AMONG CISCO SYSTEMS, PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGERINC., DATED AS OF JULY 27, 1998, AMONG THE ISSUER KPMG LLP AND THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORP.COMPANY, A CONNECTICUT CORPORATION. PRIOR TO COPY OF WHICH AGREEMENT IS ON FILE AT THE EXPIRATION OFFICES OF SUCH HOLDING PERIODTHE COMPANY." (b) Each certificate evidencing ownership of Conversion Shares shall be stamped or otherwise have endorsed or imprinted thereon a legend in substantially the following form, SUCH so long as applicable: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, TRANSFERRED AS AMENDED, OR ASSIGNED AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, SALE OR TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.CERTIFICATE IS FURTHER

SECURITIES LEGENDS. The certificate (a) Until such time as the Option Shares have been registered under the Securities Act of 1933, or certificates evidencing the shares shall have been transferred in accordance with an opinion of UniCapital Stock to be delivered counsel satisfactory to the Stockholders Company that such registration is not required, stop transfer instructions shall be issued to the Company’s transfer agent, if any, or, if the Company transfers its own securities, a notation shall be made in the Merger will appropriate records of the Company with respect to the Option Shares, and any certificate representing the Option Shares shall bear restrictive legends a legend substantially in the following formsas follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO WHICH RULE 145 PROMULGATED AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO A REGISTRATION STATEMENT COVERING RULE 144 UNDER SUCH ACT.” (b) Until such time as the repurchase right of the Company set forth in Section 8 and the transfer restrictions set forth in Section 14 have terminated, any certificate representing the Option Shares shall also bear a legend substantially as follows: “THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF SUCH SHARES OR A VALID EXEMPTION FROM REGISTRATION. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***, PURSUANT TO THAT CERTAIN NON-QUALIFIED STOCK OPTION AGREEMENT BY AND PLAN OF MERGER, DATED AS OF JULY 27, 1998, AMONG BETWEEN THE ISSUER STOCKHOLDER AND THE STOCKHOLDERS COMPANY. COPIES OF UNITED STATES TURBINE ENGINE CORP., A CONNECTICUT CORPORATION. PRIOR SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE EXPIRATION SECRETARY OF THE COMPANY. ANY SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH HOLDING PERIOD, SUCH SHARES MAY NOT AGREEMENT SHALL BE SOLD, TRANSFERRED OR ASSIGNED NULL AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999VOID." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.”