EXHIBIT E
Gentlemen:
1. The Seller hereby acknowledges, represents, warrants covenants and
agrees as follows:
(a) it has been furnished with full access to the books,
records and reports of Genisys Reservation Systems, Inc. ("Company") and any
documents which may have been made available upon request (collectively referred
to as ("additional materials");
(b) it has been given the opportunity to ask questions of and
receive answers from the Company's officers, directors, counsel and independent
accountants concerning matters pertaining to an investment in the Company and
has been given the opportunity to obtain such information necessary to verify
the accuracy of information that was otherwise provided in order for it to
evaluate the merits and risk of a purchase of Shares to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense and has not been furnished any offering literature except as mentioned
herein;
(c) it has not been furnished with any oral representation or
oral information in connection with the Shares;
(d) it is not relying on the Company, its officers,
directors, employees, agents, investment bankers or attorneys, with respect to
individual tax and other legal or economic considerations involved in this
investment. The Seller has relied on its own knowledge and experience and that
of. its legal and economic advisors in regard to the tax and other
considerations involved in this investment. The Investor is capable of
evaluating for itself the merits and risks of this investment;
(e) Seller will not sell or otherwise transfer the Shares
without registration under the Securities Act of 1933 as amended (the
"Securities Act") and appropriate state securities ("Blue Sky") laws or the
availability of applicable exemptions therefrom and fully understands and agrees
that it must bear the economic risks of its acquisition for an indefinite period
of time because, among other reasons, the Shares have not been registered under
the Securities Act or under the Blue Sky laws of any state and, therefore,
cannot be resold, pledged, assigned, hypothecated or otherwise disposed of
unless they are subsequently registered under the Securities Act and under the
applicable Blue Sky laws or pursuant to available exemptions from such
registration. It also understands that neither the Company nor any other person
is under any obligation to register the Shares on its behalf or to assist it in
complying with any exemption from registration under the Securities Act or Blue
Sky laws;
(f) the Shares will be acquired solely for the account of the
undersigned, for investment purposes only and are not being purchased for any
distribution, subdivision or fractionalization thereof; the undersigned has no
contract, undertaking, agreement or arrangement with any person to sell,
transfer or pledge any Shares to such person or anyone else and the undersigned
has no present plan to enter into any such contract, undertaking, agreement or
arrangement;
(g) it has furnished the Company, its investment bankers or
attorneys with information about itself and such information is correct and
complete as of the date of this Agreement.
If there should be any material change in such information it will mediately
furnish such revised or corrected information to the Company, its investment
bankers or attorneys; and
(h) it has made the foregoing representations, warranties,
covenants and agreements knowing that they shall survive its acquisition of
Shares.
2. Investor Awareness. The undersigned acknowledges its complete
understanding of the following facts:
(a) the Company has limited operating history and that the
Shares as an investment involve special risks;
(b) no federal or state agency has passed upon the investment
quality of the Shares or made any finding or determination as to the fairness,
merits or risks of any investment in them;
(c) there are substantial risks of loss of the investment
incident to the purchase of Shares; and
(d) the Shares have not been registered under the Securities
Act or any Blue Sky laws and must be held indefinitely unless they are
subsequently so registered or exemptions from such registration are available.
The undersigned has no right to require that the Shares be registered under the
Securities Act or any Blue Sky laws and the Shares cannot be sold without
registration or other compliance with the Securities Act and applicable Blue Sky
laws. In summary, the undersigned understands that the Shares have not been
registered under the securities laws of any jurisdiction, that no one has any
obligation to register them and that all Shares acquired by it may not be
transferred unless they are registered, or an exemption from such registration
is otherwise available.
3. The undersigned agrees to execute an agreement restricting the sale
of the securities issued by the Company acquired in this transaction. Such
restriction shall be for a period of 24 months from the effective date of the
acquisition of such shares.
4. Modification. Neither this Agreement nor any provision hereof
shall be waived, modified, discharged or terminated except by an instrument
in writing signed by the party against whom any waiver, modification,
discharge or termination is sought;
5. Notices. Any notice, demand or other communication which any party
hereto may be required, or may elect, to give anyone interested hereunder shall
be sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such address as may be given herein or in the Memorandum or additional
materials, or (b) delivered personally at such address, or (c) delivered by fax
transmission to a fax number provided by such person (who confirms receipt
thereof);
6. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall, for all purposes, constitute one agreement
binding on all the parties;
7. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their
respective heirs, executors, administrators, successors, legal representatives
and assigns.
UNITED LEISURE INTERACTIVE. INC.
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Chairman and Chief Executive Officer
