AGREEMENT
Xxxxxxxx Xxxxxxxxx ("Xxxxxxxxx") hereby sells 3,701,677 shares of
common stock, par value $.001 per share ("Common Stock"), of M T Financial
Group, Inc., a Nevada corporation (the "Company"), to Xxxxxxx X. Xxxxx ("Xxxxx")
at a price of $.0463055 per share for an aggregate of $171,408. Xxxxx agrees to
pay for the same on April 15, 2002 or thereafter on demand, with interest on the
unpaid principal at 10% compounded annually from the date hereof.
Xxxxx understands that the Common Stock has not been and will not in
the foreseeable future be registered under the Securities Act or applicable
state securities laws and is being offered and sold to Xxxxx in reliance upon
federal and state exemptions for transactions not involving any public offering.
Xxxxx is acquiring the Common Stock for her own account for investment purposes
and not with the view to the resale or distribution thereof except in compliance
with applicable securities laws. Xxxxx has received information concerning the
Company and is able to evaluate the merits and risks in holding the Common Stock
either on her own behalf or based on advice from her advisors, and is able to
bear the economic risk and lack of liquidity inherent in holding the Common
Stock.
The Common Stock will be registered in the name of Xxxxxxx X. Xxxxx at
0000 Xxxxxxx, Xxxx Xxxxx, XX 00000 but will be held by Xxxxxxxxx, along with
stock powers signed by Xxxxx in blank with signature guarantee, as collateral
for Xxxxx'x payment of the purchase price and Xxxxx hereby grants to Xxxxxxxxx a
security interest in such Common Stock to secure full payment of the purchase
price. Further, until all of the purchase price for the Common Stock being
purchased hereunder is fully paid, Xxxxx hereby grants Xxxxxxxxx a proxy to vote
all of said Common Stock on any matter calling for a shareholder vote or
providing for a shareholder consent. Xxxxx acknowledges that this proxy is
coupled with an interest and will survive the death or disability of Xxxxx.
Xxxxxxxxx represents and warrants to Xxxxx that he has good and
marketable title to the Common Stock, free and clear of any liens or
encumbrances except securities law restrictions, which restrictions shall apply
to the Common Stock. Accordingly, the certificate in Xxxxx'x name representing
the Common Stock shall carry the following legend on the reverse side:
No sale, offer to sell or transfer of the shares represented
by this certificate shall be made unless a registration
statement under the Federal Securities Act of 1933, as
amended, with respect to such shares is then in effect or an
exemption from the registration requirements of such Act is
then in fact applicable to such shares.
Further, in the event the Company's contemplated Plan and Agreement of
Recapitalization and Merger is to be consummated, Xxxxx agrees prior to the
consummation to (1) contribute to the Company's treasury 3,101,677 shares of the
Common Stock, retaining only 600,000 of Common Stock, for which she will
nevertheless be obligated to pay Xxxxxxxxx the full $171,408 ($0.28568 per
share) and (2) join into the Voting Agreement (a copy of which is attached)
regarding the 600,000 shares of Common Stock and agrees to vote such 600,000
shares of Common Stock in accordance with the vote or consent of the other
Chicago Stockholders (as defined in the Voting Agreement), which Voting
Agreement with respect to the 600,000 shares of Common Stock shall be effective
so long as Xxxxx has a beneficial interest in said 600,000 shares of Common
Stock.
This Agreement is made as of April 15, 1997.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
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