EXHIBIT 99.5
Lara Xxxxxx Xxxxxxxxxx
0000 X.X. 00xx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000
July 15, 2003
Xx. Xxxxxx X. Xxxxxxxxx
0000 X. Xxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
This will confirm our agreement regarding the purchase from you of
900,000 shares of common stock, par value $.001 per share (the "Shares"), of
A.M.S. Marketing, Inc., a Delaware corporation ("AMS"), as follows:
1. Simultaneous with the execution of this Agreement, the
undersigned agrees to purchase from you, and you agree to sell to the
undersigned, the Shares in consideration of the payment by the undersigned of an
aggregate of $45,000 (the "Purchase Price") payable as follows: $625 on the date
hereof by delivery to you of a bank certified or official check in such amount
payable to your order and the balance of the Purchase Price by the delivery on
the date hereof of the undersigned's promissory note substantially in the form
attached hereto. In exchange therefore, you shall deliver to Xxxxx Xxxxxxx
Berlack Israels LLP (the "Escrow Agent") a certificate or certificates
representing in the aggregate the Shares duly endorsed for transfer or with a
stock power duly executed in blank, in either case with medallion signature
guarantee, to be held and disbursed by the Escrow Agent in accordance with the
Escrow Agreement to be executed by the Escrow Agent and the parties hereto
simultaneous herewith.
2. You represent and warrant to the undersigned that you are the
record and beneficial owner of the Shares free and clear of any liens, claims
and encumbrances and will convey to the undersigned good and marketable title to
the Shares, free and clear of any liens, claims or encumbrances, except that it
is understood that the Shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), and are and will be subject to restrictions on
transferability under applicable securities laws.
3. The undersigned hereby represents and warrants to you as
follows:
(a) The undersigned has adequate means of providing for
its current financial needs and possible contingencies, and has no present need,
and anticipates no need in the foreseeable future, to sell any Shares that the
undersigned may acquire. The undersigned is able to bear the economic risk of
acquiring Shares, and consequently, without limiting the generality of the
foregoing, the undersigned is (a) able to hold any Shares the undersigned may
acquire for an indefinite period of time, and (b) has a sufficient net worth to
sustain a loss of the undersigned's entire investment in Shares.
(b) The undersigned has such experience in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of acquiring Shares. The undersigned acknowledges that the Purchase Price
represents a negotiated amount and does not necessarily represent the book value
of the Shares.
(c) The undersigned understands that neither the U.S.
Securities and Exchange Commission (the "SEC") nor the securities administrator
of any state has made any finding or determination relating to the fairness for
investment of any Shares and that no government agency has or will recommend or
endorse any offering of Shares.
(d) The undersigned and, if the undersigned so requested,
the undersigned's attorney and/or accountant, has received and examined all
information, including financial statements, of or concerning AMS which the
undersigned and, if appropriate, such attorney and/or accountant, considered
necessary to making an informed decision regarding an acquisition of Shares. In
addition, the undersigned, and, if the undersigned so requested, the
undersigned's attorney and/or accountant, has had the opportunity to ask
questions of, and receive answers from, the officers and agents of AMS
concerning the terms and conditions of the acquisition of Shares and to obtain
such information, to the extent such persons possessed the same or could acquire
it without unreasonable effort or expense, as the undersigned deemed necessary
to verify the accuracy of the information referred to herein.
(e) All information which the undersigned has provided
herein concerning the undersigned's financial position and knowledge of
financial and business matters is true, correct and complete as of the date
hereof.
(f) The undersigned confirms that acquisition of Shares
was not offered to the undersigned by any means of general solicitation or
general advertising and no broker or finder has been involved or will be
entitled to a fee or commission in connection with the transaction contemplated
hereunder.
(g) The undersigned is acquiring Shares for the
undersigned's own account, for investment purposes only, and not with a view to
the resale or other distribution thereof, in whole or in part, except in
accordance with the Act. The undersigned has not offered or sold any Shares and
has no present intention of dividing such Shares with others or reselling or
otherwise disposing of any Shares either currently or after the passage of a
fixed or determinable period of time, or upon the occurrence or nonoccurrence of
any predetermined event or circumstance.
(h) The undersigned acknowledges that he, she or it has
been advised that the Shares, and/or the certificate(s) representing the Shares
(i) will not, upon their issuance, be registered under the Act or any state
securities law ("Blue Sky Laws"), (ii) will be "restricted securities" as
defined in rule 144(a)(3) under the Act, (iii) have been issued in reliance on
statutory exemptions contemplated in the Blue Sky Laws and that the you have
relied, and AMS may rely, on the representations of the undersigned set forth
herein in transferring the Shares, (iv) will not be transferable without
registration under the Act and/or applicable Blue Sky Laws, unless an exemption
from the registration requirement thereof is available and an opinion of counsel
to that effect is delivered to AMS upon request by AMS, and (v) will bear
customary restrictive legends evidencing such restrictions. Moreover, the
undersigned has been advised that Rule 144 may not be available for resale
unless AMS remains a reporting issuer subject to the requirements of the
Securities Exchange Act of 1934, as amended, and the Company files all required
information with the SEC. The undersigned also acknowledges that for purposes of
Rule 144 the undersigned may not "tack" your holding period regarding the
Shares.
Please confirm your agreement to the foregoing by signing this
letter in the space provided below.
Very truly yours,
/s/ LARA XXXXXX XXXXXXXXXX
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Lara Xxxxxx Xxxxxxxxxx
AGREED:
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
