EXHIBIT 99.2
SUBSCRIPTION AGREEMENT
Paragon Acquisition Company, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, (the "Corporation"), hereby
agrees to issue and sell to PAR Holding Company, LLC (the "LLC") and the LLC
hereby agrees to purchase from the Corporation, 2,900,000 shares of the
Corporation's Common Stock, $.01 par value, for a total amount of $150,000. Said
consideration shall be payable as follows:
(i) $75,000 upon execution of this Agreement, and (ii) the issuance of
a promissory note for $75,000 payable on or before July 31, 1996. Upon receipt
of the aforesaid consideration, the Corporation shall deliver to the LLC a
certificate representing, in the aggregate, the shares of the Corporation's
Common Stock to be issued and sold as set forth above.
The LLC hereby represents that it is acquiring such shares for
investment purposes and not with a view to the resale or distribution thereof.
IN WITNESS WHEREOF, each of the parties has caused this subscription
agreement to be executed on the 25th day of June, 1996.
Paragon Acquisition Company, Inc.
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Xxxxxxxx Xxxxxx, President
PAR Holding Company, LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx, Managing Member
Exhibit 99.2(i)
AMENDMENT TO
SUBSCRIPTION AGREEMENT
The Subscription Agreement by and between Paragon Acquisition Company,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware, (the "Corporation"), and PAR Holding Company, LLC (the "LLC"), dated
the 25th day of June, 1996, is hereby amended in its entirety as follows:
"Paragon Acquisition Company, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, (the "Corporation"), hereby
agrees to issue and sell to PAR Holding Company, LLC (the "LLC") and the LLC
hereby agrees to purchase from the Corporation, 2,900,000 shares of the
Corporation's Common Stock, $.01 par value, for a total amount of $150,000. Said
consideration shall be payable as follows:
(i) $75,000 upon execution of this Agreement, and (ii) the issuance of
a promissory note for $75,000 payable on demand. Upon receipt of the aforesaid
consideration, the Corporation shall deliver to the LLC a certificate
representing, in the aggregate, the shares of the Corporation's Common Stock to
be issued and sold as set forth above.
The LLC hereby represents that it is acquiring such shares for
investment purposes and not with a view to the resale or distribution thereof."
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed as of the 14th day of July, 1996.
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Xxxxxxxx Xxxxxx, President
PAR Holding Company, LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx, Managing Member
