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 Jonne Xxx Xxxxxxxxx
("Xxx") at a price of $.0463055 per share for an aggregate of $57,136. Xxx
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.
Xxx 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 Xxx in reliance upon federal
and state exemptions for transactions not involving any public offering. Xxx 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. Xxx 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 Jonne Xxx Xxxxxxxxx
at 000 Xxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 but will be held by
Xxxxxxxxx, along with stock powers signed by Xxx in blank with signature
guarantee, as collateral for Ana's payment of the purchase price and Xxx 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, Xxx 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. Xxx acknowledges that
this proxy is coupled with an interest and will survive the death or disability
of Xxx.
Xxxxxxxxx represents and warrants to Xxx 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 Ana's 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, Xxx agrees prior to the
consummation to (1) contribute to the Company's treasury 1,033,892 shares of the
Common Stock, retaining only 200,000 of Common Stock, for which she will
nevertheless be obligated to pay Xxxxxxxxx the full $57,136 ($0.28568 per share)
and (2) join into the Voting Agreement (a copy of which is attached) regarding
the 200,000 shares of Common Stock and agrees to vote such 200,000 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 200,000 shares of Common Stock shall be effective so long as Xxx
has a beneficial interest in said 200,000 shares of Common Stock.
This Agreement is made as of April 15, 1997.
/s/ Jonne Xxx Xxxxxxxxx
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Jonne Xxx Xxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
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