Exhibit No. 4
Western Media Group
Form 10-KSB
File No. 2-71164
CONFIDENTIAL
CONFIDENTIAL
IMPORTANT -- READ TIES DOCUMENT CAREFULLY AND COMPLETE
AS INDICATED. FORWARD THIS COMPLETED AND SIGNED
DOCUMENT TO WESTERN MEDIA GROUP CORPORATION AT THE
ADDRESS SHOWN BELOW.
INVESTMENT LETTER AND SUBSCRIPTION AGREEMENT
12,000,000
Shares of Common
Stock
$ 35,000 Total
Purchase Price
Western Media Group Corporation
Minneapolis, Minnesota 55305
Gentlemen:
The undersigned desires to purchase 12,000,000 common
shares ("the Shares") from Western Media Group
Corporation ("the Company") for a cash price of $0.003
per share, and hereby subscribes for the number of
common shares set forth above, upon the terms and
conditions set forth below:
I herewith tender to the Company my check paid to the
order of Western Media Group Corporation in the amount
of the purchase price for the shares subscribed for
above. I acknowledge that this subscription is
contingent upon acceptance in whole or in part by the
Company.
I hereby represent and certify as follows:
1.) I understand an investment in the Shares involves
a high degree of risk and is highly speculative.
2.) I have been fully informed to my complete
satisfaction concerning the organizational aspects,
business, current operations, finances, and all other
matters that I consider significant for the purpose of
making an investment decision with respect to the
Company. I have had the opportunity of discussing the
Company and its affairs with members of management, of
reviewing such documents and records as I consider
appropriate, and have received all information that I
have requested with respect to the Company. I am aware
of the Company's current limited cash position, and I
am aware that the Company is an early developmental
stage company. I am fully aware of all of the risks
involved in purchasing shares of the Company's common
stock.
3.) I understand that, the Company has generated no
sales to date and that there is no assurance that the
Company will be profitable in the future. I have been
afforded access to such information concerning the
Company as has been requested and such materials were
sufficient to enable me to arrive at a reasoned
investment decision with respect to an investment in
the Shares.
4.) I understand that there is currently no market for
the Company's common stock and that there can be no
assurance that an active market will ever exist. I
realize that I must bear the economic risk of an
investment in the Shares for an indefinite period of
time because the common shares have not been
registered
under the Securities Act of 1933, as amended (the
"Act"), and have not been registered or qualified
under the applicable securities laws of any state in
the United States, and are being issued in reliance
upon the truth and accuracy of the representations
made herein with respect to my investment
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intent and suitability as an investor. I understand
that they many not be sold or transferred without
registration under the Act, or qualification or
registration under the applicable state securities
laws, unless there is an exemption from such
registration or qualification then available, and I
consent to having a legend printed on the Shares to
that effect. I will receive "restricted" shares of the
Company, which can only be resold in compliance with
federal and state securities law. I understand that
under Rule 144 such shares would have a two-year
minimum holding period requirement.
5.) I am purchasing the Shares for my personal account
and for investment and without the intention of
reselling or redistributing the same; I have made no
agreement with others regarding any of the Shares and
my financial condition is such that it is not likely
that it will be necessary to dispose of any of the
Shares in the foreseeable future. I am aware that in
the view of the Securities and Exchange Commission and
state agencies that administer state securities laws,
a purchase of the Shares with an intent to resell by
reason of any foreseeable specific contingency or
anticipated change in market values, or any change in
the condition of the Company or its business, or in
connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of
the Shares and for which the Shares were pledged as
security, would represent an intent inconsistent with
the representations set forth above. I further
represent and agree that if, contrary to the foregoing
intentions, I should later desire to dispose of or
transfer any of the Shares in any manner, I shall not
do so without first obtaining (a) an opinion of
counsel satisfactory to the Company that such proposed
disposition or transfer lawfully may be made without
the registration of the Shares for such purpose
pursuant to the Act and applicable state securities
laws or (b) such registrations (it being expressly
understood that the Company shall not have any
obligations to register such securities for such
purpose).
6.) I am aware that you may sell the Shares to me only
if I qualify according to the express standards stated
herein. I represent and warrant that I either:
(i) meet one or more of the following standards of an
"Accredited Investor," as such term is defined in Rule
501(a) of Regulation D (initial all applicable
provisions):
____X___ (a) Any director, executive officer or
general
partner of the issuer, or any director,
executive officer or general partner of
a general partner of the issuer. Rule
501(a)(4).
________ (b) Any natural person whose individual net
worth
or joint net worth with that person's
spouse at the time of purchase exceeds
$1,000,000. Rule 501(a)(5)
________ (c) Any natural person who had an
individual income in excess of $200,000
in each of the two most recent years or
joint income with that person's spouse
in excess of $300,000 in each of those
years, and who has a reasonable
expectation of reaching the same income
level in the current year. Rule 501
(a)(6).
or
(ii) I have such knowledge and experience in financial
and business matters as to be able to evaluate the
risks and merits of an investment in the Shares.
7.) I understand that other persons may be offered
share subscriptions at various prices at the
discretion of the Board of Directors of the Company.
8.) I represent and warrant that all of the foregoing
information is correct and complete as of the date set
forth at the end hereof, and if there should be any
adverse change in such information prior to this
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subscription being accepted, I will immediately
provide the Company with such information. I agree to
provide such additional information as the Company may
request concerning my qualifications.
9.) I wish to have the Shares issued in the following
type of ownership (check one):
___X___ Individual Ownership _________
Joint Tenants
with Right of Survivorship
(both parties
must sign)
________ Trust or Estate (describe
__________ Other
(describe on separate page)
and enclose authority)
Dated: _____________________,
2000 Dated:
________________________, 2000
/s/ Xxxxxxx X. Xxxxx
__________________________________
Signature
Xxxxxxx X. Xxxxx
__________________________________
Name Printed or Typed
Residence Address: Mailing Address:
0000 0xx Xx. X. 00000
Xxxxxxx Xxxx. #000
Xx. Xxxx, XX 00000 Xxxxxxx, XX
00000
Tax Identification or Telephone
Number
Social Security Number: (Business and Home)
###-##-#### 000-000-0000 (Business)
________________ (Home)
*****************************************************************************
ACCEPTANCE OF SUBSCRIPTION
This Subscription Agreement is accepted as of
_______________________, 2000.
Western Media Group Corporation
By:
_________________________
Its:
_________________________
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