AGREEMENT
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") hereby sells 616,946 shares of common
stock, par value $.001 per share ("Common Stock"), of M T Financial Group, Inc.,
a Nevada corporation (the "Company"), to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") at
a price of $.0463055 per share for an aggregate of $28,568. ▇▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ in reliance
upon federal and state exemptions for transactions not involving any public
offering. ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ but
will be held by ▇▇▇▇▇▇▇▇▇, along with stock powers signed by ▇▇▇▇▇▇▇▇▇ in blank
with signature guarantee, as collateral for ▇▇▇▇▇▇▇▇▇'▇ payment of the purchase
price and ▇▇▇▇▇▇▇▇▇ hereby grants to ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇▇ hereby grants ▇▇▇▇▇▇▇▇▇ a proxy to vote all of said Common Stock
on any matter calling for a shareholder vote or providing for a shareholder
consent. ▇▇▇▇▇▇▇▇▇ acknowledges that this proxy is coupled with an interest and
will survive the death or disability of ▇▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇▇ represents and warrants to ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇'▇ 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, ▇▇▇▇▇▇▇▇▇ agrees prior to the
consummation to (1) contribute to the Company's treasury 516,946 shares of the
Common Stock, retaining only 100,000 of Common Stock, for which she will
nevertheless be obligated to pay ▇▇▇▇▇▇▇▇▇ the full $28,568 ($0.28568 per share)
and (2) join into the Voting Agreement (a copy of which is attached) regarding
the 100,000 shares of Common Stock and agrees to vote such 100,000 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 100,000 shares of Common Stock shall be effective so long as
▇▇▇▇▇▇▇▇▇ has a beneficial interest in said 100,000 shares of Common Stock.
This Agreement is made as of April 15, 1997.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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