EXHIBIT 4.2 Standard Subscription Agreement for Common Shares
Investment Letter
Aztek, Inc.
Xxxxx #0 - 000 Xxxxxxxx Xxxxxx
Xxxxxxx, X.X.
X0X 0X0
Dear Sirs:
In connection with the acquisition by the undersigned of ____________________
(_________) shares of Common Stock (the "Bonus Shares") of Aztek, Inc. a
Nevada corporation ("Aztek" or the "Company"), at a price of US$0.05 per
share, from the Company, the undersigned hereby covenants, represents and
warrants to you that:
1. The undersigned is acquiring the Shares in good faith for the purpose of an
investment in the Company and not for the purpose of distributing or publicly
selling the Shares to others, reselling, assigning, pledging or hypothecating
the Shares; or dividing his participation with others in the Shares or any
portion thereof except as described herein.
2. As of the date of this letter, the undersigned is not aware of any
particular occasion, event or circumstance upon the occurrence or happening of
which he or she intends to sell the Shares except as described herein.
3. The Shares are being acquired by the undersigned for his or her own account
and there is a present arrangement or agreement for the possible transfer of
the Shares to other persons employed by the Company.
4. The Shares covered by the above covenants, warranties and representations
shall also include any securities into which the above Shares may become
converted, subdivided, or split up, in connection with a merger,
re-classification, recapitalization or reorganization of the Company.
5. The undersigned further acknowledges that he is familiar with the
operations of the Company; that he has received information of the Company,
that he is capable of evaluating the merits and risks of the prospective
investment; and that he has had the opportunity to ask questions and receive
answers concerning the terms and conditions of the issuance of the Shares.
6. The undersigned understands that he or she will issue a cheque for the full
amount of the purchase price of the Shares of Common Stock purchased, payable
to the order of "Aztek, Inc." This investment letter must be executed and
delivered to Aztek, Inc., Suite #5 - 000 Xxxxxxxx Xxxxxx, Xxxxxxx, X.X. X0X
0X0.
7. The undersigned understands and agrees that the Shares so purchased shall
be held in trust by Aztek, Inc. and released to the undersigned in 24 equal
monthly installments.
8. The undersigned acknowledges and agrees that in the event that he or she
ceases to be a director, officer or employee of the Company, or is released by
the Board of Directors for any reason, the balance remaining of the Shares not
so released to the undersigned shall be transferred to a new holder. The
undersigned hereby authorizes the Board of Directors of the Company to
transfer or assign the balance so remaining to a new director officer or
employee of the Company. As a condition of receiving the Shares, the new
beneficial holder of the Shares shall cause to be paid to the undersigned
US$0.05 for each share so transferred or assigned together with 6% interest.
9. The undersigned agrees to indemnify the Company against, and hold it
harmless from, all losses, liabilities, costs and expenses (including
reasonable attorney's fees) which arise as a result of a sale, exchange or
other transfer of the Shares other than as permitted hereunder.
Yours truly,
By: ____________________________________
________________________________________
Address
Date____________________________________
Telephone No.____________________________
Accepted this ______ day of ________________________, 1998.
AZTEK, INC.
Per:____________________________________
See also Articles six, seven and nine of the Company's Amended And
Restated Articles Of Incorporation set forth in this Form S-4 as Exhibit
3(i).2 and Article 2 of the Company's By-laws set forth in this Form S-4 as
Exhibit 3(ii).
