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 Xxxxxx X. Xxxxxxxxx
("Harley") at a price of $.0463055 per share for an aggregate of $171,408.
Harley 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.
Harley 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 Harley in reliance upon
federal and state exemptions for transactions not involving any public offering.
Harley is acquiring the Common Stock for his own account for investment purposes
and not with the view to the resale or distribution thereof except in compliance
with applicable securities laws. Harley has received information concerning the
Company and is able to evaluate the merits and risks in holding the Common Stock
either on his own behalf or based on advice from his 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 Xxxxxx X. Xxxxxxxxx
at 000 X. Xxxxxxxxx Xxxxx, Xxxxxxxxx 0000, Xxxxxxx, XX 00000 but will be held by
Xxxxxxxxx, along with stock powers signed by Harley in blank with signature
guarantee, as collateral for Harley's payment of the purchase price and Harley
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, Harley 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. Harley
acknowledges that this proxy is coupled with an interest and will survive the
death or disability of Harley.
Xxxxxxxxx represents and warrants to Harley 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 Harley'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, Harley agrees prior to the
consummation to (1) contribute to the Company's treasury 3,101,677 shares of the
Common Stock, retaining only 600,000 of Common Stock, for which he will
nevertheless be obligated to pay Xxxxxxxxx the full $171,408 ($0.28568 per
share) and (2) join into the Voting Agreement (a copy of which is attached)
regarding the 600,000 shares of Common Stock and agrees to vote such 600,000
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 600,000 shares of Common Stock shall be effective
so long as Harley has a beneficial interest in said 600,000 shares of Common
Stock.
This Agreement is made as of April 15, 1997.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
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