{"id":43578,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-purchase-pro-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-purchase-pro-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/securities-purchase-agreement-purchase-pro-international-inc.html","title":{"rendered":"Securities Purchase Agreement &#8211; Purchase Pro International Inc."},"content":{"rendered":"<pre>\n                         SECURITIES PURCHASE AGREEMENT\n\n                                     AMONG\n\n                       PURCHASE PRO INTERNATIONAL, INC.\n\n                                      AND\n\n                           THE PURCHASERS LISTED ON\n                               SCHEDULE I HERETO\n\n                           DATED AS OF JUNE 1, 1998\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n\n                                                                     \n1.        SALE AND PURCHASE OF SHARES.................................   1\n\n     1.1  Sale and Purchase of Shares.................................   1\n\n2.        PURCHASE PRICE..............................................   1\n\n     2.1  Amount of Purchase Price....................................   1\n     2.2  Payment of the Purchase Price...............................   1\n\n3.        CLOSING; TERMINATION OF AGREEMENT...........................   1\n\n     3.1  Closing Date................................................   1\n\n4.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............   2\n\n     4.1  Organization and Good Standing..............................   2\n     4.2  Authorization of Agreement; Enforceability..................   2\n     4.3  Subsidiaries................................................   3\n     4.4  Consents of Third Parties...................................   3\n     4.5  Authorization of Preferred Shares...........................   3\n     4.6  Financial Statements........................................   4\n     4.7  No Undisclosed Liabilities..................................   4\n     4.8  Absence of Certain Developments.............................   4\n     4.9  Taxes.......................................................   6\n     4.10 Real Property...............................................   7\n     4.11 Tangible Personal Property..................................   8\n     4.12 Intangible Property.........................................   8\n     4.13 Material Contracts..........................................  10\n     4.14 Employee Benefits...........................................  11\n     4.15 Employees...................................................  12\n     4.16 Litigation..................................................  12\n     4.17 Compliance with Laws; Permits...............................  13\n     4.18 Environmental Matters.......................................  13\n     4.19 Investment Company Act......................................  14\n     4.20 Transactions with Affiliates................................  14\n     4.21 Disclosure; Survival........................................  14\n     4.22 Financial Advisors..........................................  15\n     4.23 Insurance...................................................  15\n     4.24 Improper Actions............................................  15\n\n5.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS............  15\n\n     5.1  Organization and Good Standing..............................  15\n     5.2  Authorization of Agreement..................................  16\n     5.3  Purchaser Representation....................................  16\n     5.4  Investment Intention........................................  16\n     5.5  Financial Advisors..........................................  16\n     5.6  Reliance....................................................  17\n \n\n                                      -i-\n\n \n \n                                                                      \n6.        FURTHER AGREEMENTS OF THE PARTIES...........................  17\n\n     6.1  Covenants...................................................  17\n     6.2  Use of Proceeds.............................................  17\n     6.3  Access to Information.......................................  17\n     6.4  Confidentiality.............................................  17\n     6.5  Other Actions...............................................  18\n     6.6  Indemnity...................................................  18\n     6.7  U.S. Real Property Holding Corporation......................  18\n     6.8  Financial Statements, Reports, Etc..........................  18\n     6.9  Issuance of Stock...........................................  20\n     6.10 Life Insurance..............................................  20\n\n7.        DOCUMENTS TO BE DELIVERED AT THE CLOSING....................  20\n\n     7.1  Documents to be Delivered by the Company....................  20\n     7.2  Delivery of Purchase Price..................................  20\n\n8.        MISCELLANEOUS...............................................  21\n\n     8.1  Certain Definitions.........................................  21\n     8.2  Tax Treatment of Preferred Stock............................  25\n     8.3  Expenses....................................................  25\n     8.4  Specific Performance........................................  25\n     8.5  Further Assurances..........................................  25\n     8.6  Submission to Jurisdiction; Consent to Service of Process...  25\n     8.7  Entire Agreement; Amendments and Waivers....................  26\n     8.8  Governing Law...............................................  26\n     8.9  Table of Contents; Headings; Interpretive Matters...........  26\n     8.10 Notices.....................................................  26\n     8.11 Severability................................................  27\n     8.12 Binding Effect; Assignment..................................  27\n     8.13 Counterparts................................................  27\n\n\n                                     -ii-\n\n \n                         SECURITIES PURCHASE AGREEMENT\n                                        \n     SECURITIES PURCHASE AGREEMENT, dated as of June 1, 1998 (this 'Agreement'),\namong Purchase Pro International, Inc., a Nevada corporation (the 'Company'),\nthe Purchasers listed on Schedule I (the 'Purchasers') and Charles E. Johnson,\nJr.\n\n                             W I T N E S S E T H :\n\n     WHEREAS, the Company desires to issue to each Purchaser, and each Purchaser\ndesires to purchase from the Company, the Shares (as such term is defined below)\nin such amounts as set forth next to such Purchaser on Schedule 1; and\n\n     WHEREAS, Charles E. Johnson, Jr. is the principal stockholder of the\nCompany; and\n\n     WHEREAS, certain terms used in this Agreement are defined in Section 8.1\nhereof;\n\n     NOW, THEREFORE, in consideration of the promises and mutual covenants and\nagreements hereinafter contained, the parties hereto hereby agree as follows:\n\n     1.   Sale and purchase of Shares.\n          ----------------------------\n\n     1.1  Sale and Purchase of Shares. Subject to the terms and conditions of\n          --------------------------- \nthis Agreement, on the Closing Date (as defined in Section 3.1 hereof) the\nCompany shall sell, assign, transfer, convey and deliver to each Purchaser, and\neach Purchaser shall purchase from the Company the number of shares of Series A\nConvertible Preferred Stock, par value $.001 per share (the 'Series A Preferred\nStock') listed next to such Purchaser on Schedule I (the 'Shares'), for the\nPurchase Price (as defined in Section 2.1 below) and upon the terms and\nconditions hereinafter set forth.\n\n     2.   Purchase Price.\n          ---------------\n\n     2.1  Amount of Purchase Price. The purchase price for the Shares shall be\nas indicated on Schedule I (the 'Purchase Price'). The Purchase Price shall be\npayable as provided in Section 2.2 hereof.\n\n     2.2  Payment of the Purchase Price.  At the Closing, the Purchasers shall\n          ------------------------------\npay the Purchase Price by wire transfer of clearinghouse funds or by such other\nmethod as may be reasonably acceptable to the Company and the Purchasers to such\naccount of the Company as shall have been designated in advance to the\nPurchasers by the Company.\n\n     3.   Closing; Termination of Agreement.\n          ----------------------------------\n\n     3.1  Closing Date. The closing of the sale and purchase of the Shares\n          ------------ \nprovided for in Section 1.1 (the 'Closing') shall take place at 2:00 p.m. at the\noffices of the Company in Las Vegas, Nevada (or at such other place as the\nparties hereto may mutually agree) on the date hereof, or on such other date as\nthe parties hereto may mutually agree. The date on which the Closing is held is\nreferred to in this Agreement as the 'Closing Date.' At the Closing, the parties\nshall execute and deliver the documents referred to in Section 7 hereof.\n\n                                      -1-\n\n \n     4.   Representations and Warranties of the Company. The Company and Charles\n          ----------------------------------------------\nE. Johnson, Jr. jointly and severally represent and warrant to each Purchaser\nthat:\n\n     4.1  Organization and Good Standing.\n          ------------------------------ \n\n     (a)  The Company is duly organized, validly existing and in good standing\nunder the laws of the State of Nevada and has full corporate power and authority\nto own, lease and operate its properties and assets and to carry on its business\nas now conducted and as it is proposed to be conducted. The Company is duly\nqualified or authorized to do business as a foreign corporation and is in good\nstanding under the laws of each jurisdiction in which the conduct of its\nbusiness or the ownership of its properties or assets requires such\nqualification or authorization, except for those jurisdictions where the failure\nto be so qualified would not, individually or in the aggregate, have or result\nin a material adverse effect on the business, properties, results of operations,\nprospects or conditions (financial or otherwise) of the Company.\n\n     (b)  The authorized capital stock of the Company is as set forth on\nSchedule 4.1(b). Except as disclosed on Schedule 4.1(b), there is no existing\noption, warrant, call, right, commitment or other agreement of any character to\nwhich the Company is a party requiring, and there are no securities of the\nCompany outstanding which upon conversion or exchange would require, the\nissuance, sale or transfer of any additional shares of capital stock or other\nequity securities of the Company or other securities convertible into,\nexchangeable for or evidencing the right to subscribe for or purchase shares of\ncapital stock or other equity securities of the Company. Except as disclosed on\nSchedule 4. l(b), the Company is not a party to, nor aware of, any voting trust\nor other voting agreement with respect to any of the securities of the Company\nor to any agreement relating to the issuance, sale, redemption, transfer or\nother disposition of the capital stock of the Company.\n\n     (c)  Immediately after the Closing, the Shares (assuming immediate\nconversion into Common Stock) would represent approximately 19.8% of the\noutstanding Common Stock of the Company on a fully-diluted basis (assuming\nexercise of all outstanding options, warrants or other rights to acquire Common\nStock).\n\n     4.2  Authorization of Agreement; Enforceability.  The Company has all\n          ------------------------------------------ \nrequisite corporate power and authority to execute and deliver this Agreement\nand each other agreement, document, instrument or certificate contemplated by\nthis Agreement or to be executed by the Company in connection with the\nconsummation of the transactions contemplated by this Agreement (the\n'Transaction Documents'), and to perform fully its obligations hereunder and\nthereunder. The execution, delivery and performance by the Company of this\nAgreement and the Transaction Documents have been duly authorized by all\nnecessary corporate action on the part of the Company and its shareholders. This\nAgreement and each of the Transaction Documents have been duly and validly\nexecuted and delivered by the Company and (assuming the due authorization,\nexecution and delivery thereof by each Purchaser) this Agreement and each of the\nTransaction Documents constitutes the legal, valid and binding obligations of\nthe Company, enforceable against the Company in accordance with their respective\nterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium\nand similar laws affecting \n\n                                      -2-\n\n \ncreditors' rights and remedies generally and subject, as to enforceability, to\ngeneral principles of equity (regardless of whether enforcement is sought in a\nproceeding at law or in equity).\n\n     4.3  Subsidiaries.\n          ------------ \n\n     The Company has no Subsidiaries.\n\n     4.4  Consents of Third Parties. None of the execution and delivery by the\n          ------------------------- \nCompany of this Agreement and the Transaction Documents, the consummation of the\ntransactions contemplated hereby or thereby, or compliance by the Company with\nany of the provisions hereof or thereof will (a) conflict with, or result in the\nbreach of, any provision of the articles of incorporation or by-laws of the\nCompany; (b) conflict with, violate, result in the breach or termination of, or\nconstitute a default or give rise to any right of termination or acceleration or\nright to increase the obligations or otherwise modify the terms thereof under\nany Contract, Permit or Order to which the Company is a party or by which the\nCompany or any of its properties or assets is bound; (c) constitute a violation\nof any Law applicable to the Company, or (d) result in the creation of any Lien\nupon the properties or assets of the Company, other than, in the case of clauses\n(b), (c) and (d), any such conflict, violation, breach, termination,\nacceleration or other event which, individually or in the aggregate, could not\nreasonably be expected to cause a Material Adverse Change. Other than those\nwhich have been obtained or made, no consent, waiver, approval, Order, Permit or\nauthorization of, or declaration or filing with, or notification to, any Person\nor Governmental Body is required on the part of the Company in connection with\nthe execution and delivery of this Agreement or the Transaction Documents, or\nthe compliance by the Company with any of the provisions hereof or thereof.\n\n     4.5  Authorization of Preferred Shares.  The issuance, sale, and delivery\n          --------------------------------- \nof the Shares have been duly authorized by all requisite action of the Company,\nand, when issued, sold, and delivered in accordance with this Agreement, the\nShares and the Common Stock deliverable upon conversion of the Shares will be\nvalidly issued and outstanding, fully paid, and non-assessable, with no personal\nliability attaching to the ownership thereof, and, except as may be set forth in\nthe Stockholders Agreement, not subject to preemptive or any other similar\nrights of the shareholders of the Company or others.\n\n     4.6  Financial Statements. The Company has provided prior to the Closing\n          --------------------\nDate (a) copies of the unaudited balance sheets of the Company as of March 31,\n1998 and the related unaudited statements of income and cash flows for the\nquarter then ended (the 'Unaudited Financial Statements') and (b) the [audited]\nbalance sheets of the Company as of December 31, 1997 and the related\nconsolidated statements of income and cash flows for such year ended (such\nstatements, including the related notes and schedules thereto, and the Unaudited\nFinancial Statements, are referred to herein as the 'Financial Statements').\nEach of the Financial Statements was prepared in good faith by the Company, is\ncomplete and correct in all material respects, has been prepared in accordance\nwith GAAP and in conformity with the practices consistently applied by the\nCompany and presents fairly the financial position, results of operations and\ncash flows of the Company as of the dates and for the periods indicated, except,\nwith respect to the Unaudited Financial Statements, for the absence of footnotes\nand year end adjustments.\n\n                                      -3-\n\n \n     4.7    No Undisclosed Liabilities.\n            -------------------------- \n\n     (a)    Except as set forth on Schedule 4.7, the Company has no liabilities\n(whether accrued, absolute, contingent or otherwise, and whether due or to\nbecome due or asserted or unasserted), except (i) obligations under Contracts\ndescribed in Schedule 4.13 or under Contracts that are not required to be\ndisclosed thereon as a result of dollar thresholds therein; (ii) liabilities\nprovided for in the Unaudited Financial Statements; (iii) liabilities (other\nthan accounts payable) incurred since the Unaudited Financial Statements, in the\nordinary course of business, the sum of which is, in the aggregate, no greater\nthan $50,000; and (iv) accounts payable in excess of those shown on the\nUnaudited Financial Statements, incurred in the ordinary course of business, the\nsum of which is, in the aggregate, not greater than $50,000. Unless specifically\ndisclosed as a breach on Schedule 4.7, disclosure of a Contract on Schedule 4.13\nshall not be indicative of a breach of any provision of such Contract.\n\n     (b)    The Company does not have any indebtedness to Charles E. Johnson,\nJr.\n\n     4.8    Absence of Certain Developments.\n            ------------------------------- \n\n     (a)    Except as set forth in Schedule 4.8(a), the general nature of the\nbusiness of the Company (the 'Business') is described in the Information\nMemorandum dated April 1998 (the 'Information Memorandum') which previously has\nbeen delivered to the Purchasers.\n\n     (b)    Except as set forth in Schedule 4.8(b) and since the date of the\nUnaudited Financial Statements:\n\n     (i)    there has not been any Material Adverse Change nor has any event\noccurred which could reasonably be expected to result in any Material Adverse\nChange; or\n\n     (ii)   there has not been any damage, destruction or loss, whether or not\ncovered by insurance, with respect to the property and assets of the Company\nhaving a replacement cost of more than $10,000 for any single loss or $50,000\nfor all such losses;\n\n     (iii)  there has not been any declaration, setting a record date, setting\naside or authorizing the payment of, any dividend or other distribution in\nrespect of any shares of capital stock of the Company or any repurchase,\nredemption or other acquisition by the Company, of any of the outstanding shares\nof capital stock or other securities of, or other ownership interest in, the\nCompany;\n\n     (iv)   except for proposed grants of options to purchase 485,000 shares\nunder the Company's stock option plan, there has not been any transfer, issue,\nsale or other disposition by the Company of any shares of capital stock or other\nsecurities of the Company or any grant of options, warrants, calls or other\nrights to purchase or otherwise acquire shares of such capital stock or such\nother securities;\n\n                                      -4-\n\n \n     (v)     except with respect to the hiring of new Employees in the ordinary\ncourse of business whose annual compensation in the aggregate is not greater\nthan $250,000 (exclusive of benefits), the Company has not awarded or paid any\nbonuses to Employees of the Company nor has the Company entered into any\nemployment, deferred compensation, severance or similar agreements (nor amended\nany such agreement) or agreed to increase the compensation payable or to become\npayable by it to any of the Company's directors, officers, Employees, agents or\nRepresentatives or agreed to increase the coverage or benefits available under\nany severance pay, termination pay, vacation pay, company awards, salary\ncontinuation for disability, sick leave, deferred compensation, bonus or other\nincentive compensation, insurance, pension or other employee benefit plan,\npayment or arrangement made to, for or with such directors, officers, Employees,\nagents or Representatives, other than in the ordinary course of business\nconsistent with past practice which increases in the aggregate do not exceed\n$50,000 in annual cost to the Company, and other than as may have been required\nby law or insurers;\n\n     (vi)    the Company has not made any loans, advances or capital\ncontributions to, or investments in, any Person or paid any fees or expenses to\nany Affiliate of the Company, other than for reimbursement of expenses in the\nordinary course of business consistent with past practices;\n\n     (vii)   the Company has not mortgaged, pledged or subjected to any Lien any\nof its assets, or acquired any assets or sold, assigned, transferred, conveyed,\nleased or otherwise disposed of any assets, except for assets acquired or sold,\nassigned, transferred, conveyed, leased or otherwise disposed of in the ordinary\ncourse of business consistent with past practice;\n\n     (viii)  the Company has not discharged or satisfied any Lien, or paid any\nobligation or liability (fixed or contingent), except in the ordinary course of\nbusiness consistent with past practice and which, in the aggregate, would not be\nmaterial to the Company;\n\n     (ix)    the Company has not canceled or compromised any debt or claim or\namended, canceled, terminated, relinquished, waived or released any Contract or\nright except in the ordinary course of business consistent with past practice\nand which, in the aggregate, would not be material to the Company;\n\n     (x)     the Company has not transferred or granted any rights under any\ncontracts, leases, licenses, agreements or Intangible Property (as defined in\nSection 4.12 hereof) used by the Company in its business which reasonably could\nbe expected to result in a Material Adverse Change; and\n\n     (xi)    the Company has not made any binding commitment to make any capital\nexpenditures or capital additions or betterments in excess of $50,000 in the\naggregate.\n\n                                      -5-\n\n \n     4.9  Taxes.\n          ----- \n\n     (a)  The amount, if any, shown on the Unaudited Financial Statements, as\nprovision for Taxes is sufficient for payment of all accrued and unpaid federal,\nstate, county, local and foreign Taxes for the period then ended and all prior\nperiods.\n\n     (b)  The Company has filed all Tax Returns (federal, state, county, local\nand foreign) required to be filed by it and all such returns are true and\ncorrect in all material respects. All Taxes shown to be due and payable on such\nreturns, any assessments imposed, and to the Company's knowledge all other Taxes\ndue and payable by the Company on or before the Closing have been paid or will\nbe paid prior to the time they become delinquent, other than those being\ncontested in good faith and listed on Schedule 4.9(b).\n\n     (c)  Federal Income Tax Returns of the Company have not been audited by the\nInternal Revenue Service, and no controversy with respect to Taxes of any type\nis pending or, to the best of the Company's knowledge, threatened.\n\n     (d)  Neither the Company nor any of its stockholders has ever filed (i) an\nelection pursuant to Section 1362 of the Code that the Company be taxed as an S\nCorporation or (ii) consent pursuant to Section 341(f) of the Code relating to\ncollapsible corporations.\n\n     (e)  Except as set forth on Schedule 4.9(e) , the Company's net operating\nlosses, if any, for federal income tax purposes, as set forth in the Financial\nStatements, are not subject to any limitations imposed by Section 382 of the\nCode, and consummation of the transactions contemplated by this Agreement or by\nany other agreement, understanding or commitment, contingent or otherwise, to\nwhich the Company is a party or by which it is otherwise bound will not have the\neffect of limiting the Company's ability to use such net operating losses in\nfull to offset such taxable income.\n\n     (f)  The Company has not waived any statute of limitation in respect of\nTaxes or agreed to any extension of time with respect to a Tax assessment or\ndeficiency.\n\n     (g)  The Company is not a party to any Income Tax allocation or sharing\nagreement.\n\n     (h)  The Company is not and has never been a member of an Affiliated Group\nfiling a consolidated Federal Income Tax Return.\n\n     (i)  The Company is not a 'United States real property holding corporation'\nwithin the meaning of Section 847(c)(2) of the Internal Revenue Code of 1986, as\namended. 4.10 Real Property.\n\n     4.10 Real Property.\n          ------------- \n\n     (a)  The Company does not own any real property other than as set forth on\nSchedule 4.10(a).\n\n                                      -6-\n\n \n     (b)  Except as set forth on Schedule 4.10(b), the Company has good, legal,\nand marketable title to all of its assets, including all properties and assets\nfree and clear of all Liens, except those assets disposed of since the date of\nthe Unaudited Financial Statements in the ordinary course of business and except\nfor Liens incurred in the ordinary course of business which would not impair the\nCompany's use of such property in any material way.\n\n     (c)  Schedule 4.10(c) sets forth a complete list of all real property and\ninterests in real property leased by the Company (each a 'Real Property Lease,'\nand collectively, the 'Real Property Leases') as lessee or lessor. The Company\nhas good and marketable title to the leasehold estates in all Real Property\nLeases in each case free and clear of all Liens, except for Liens incurred in\nthe ordinary course of business which would not impair the Company's use of such\nproperty in any material way. The Company has no reason to believe that such\ntitle would not be insurable subject to customary exceptions.\n\n     (d)  Each of the Real Property Leases is valid and enforceable in\naccordance with its terms, subject to applicable bankruptcy, insolvency,\nreorganization, moratorium and similar laws affecting creditors' rights and\nremedies generally and subject, as to enforceability, to general principles of\nequity (regardless of whether enforcement is sought in a proceeding at law or in\nequity), and there is no material default under any Real Property Lease by the\nCompany or, to the best knowledge of the Company, by any other party thereto,\nand no event has occurred that with the lapse of time or the giving of notice or\nboth would constitute a material default thereunder. The Company has made\navailable to each Purchaser true, correct and complete copies of the Real\nProperty Leases, together with all amendments, modifications, supplements or\nside letters affecting the obligations of any party thereunder.\n\n     (e)  No previous or current party to any Real Property Lease has given\nnotice of or made a claim with respect to any breach or default thereunder. With\nrespect to those Real Property Leases that were assigned or subleased to the\nCompany by a third party, all necessary consents to such assignments or\nsubleases have been obtained.\n\n     4.11 Tangible Personal Property.\n          -------------------------- \n\n     (a)  Schedule 4.11(a) sets forth all leases of personal property ('Personal\nProperty Leases') involving annual payments in excess of $50,000 relating to\npersonal property used in the business of the Company or to which the Company is\na party or by which the Company or any of its respective properties or assets is\nbound. The Company has made available to each Purchaser true, correct and\ncomplete copies of the Personal Property Leases, together with all amendments,\nmodifications, supplements or side letters affecting the obligations of any\nparty thereunder.\n\n     (b)  (i) Each of the Personal Property Leases is in full force and effect\nand is valid, binding and enforceable in accordance with its terms, subject to\napplicable bankruptcy, insolvency, reorganization, moratorium and similar laws\naffecting creditors' rights and remedies generally and subject, as to\nenforceability, to general principles of equity (regardless of whether\nenforcement is sought in a proceeding at law or in equity),\n\n                                      -7-\n\n \nand there is no material default under any Personal Property Lease by the\nCompany or, to the best knowledge of the Company, by any other party thereto,\nand no event has occurred that with the lapse of time or the giving of notice or\nboth would constitute a material default thereunder; and\n\n     (ii) No previous or current party to any such Personal Property Lease has\ngiven notice of or made a claim with respect to any breach or default\nthereunder.\n\n     (c)  With respect to those Personal Property Leases that were assigned or\nsubleased to the Company by a third party, all necessary consents to such\nassignments or subleases have been obtained.\n\n     (d)  The Company has good, legal and marketable title to all of the\nmaterial items of tangible personal property used by it (except as sold or\ndisposed of subsequent to the date hereof in the ordinary course of business\nconsistent with past practice), free and clear of any and all Liens, except for\nLiens incurred in the ordinary course of business which would not impair the\nCompany's use of such property in any material way. All such items of tangible\npersonal property which, individually or in the aggregate, are material to the\noperation of the business of the Company are suitable for the purposes used for\nthe operation of the business of the Company.\n\n     4.12 Intangible Property.\n          ------------------- \n\n     (a)  'Proprietary Rights' shall mean any and all of the following which\nhave been or are used and\/or owned by, and\/or issued or licensed to the Company,\nalong with all income, royalties, damages and payments due or payable at the\nClosing or thereafter, including, without limitation, damages and payments for\npast, present or future infringements or misappropriations thereof, the right to\nsue and recover for past infringements or misappropriations thereof and any and\nall corresponding rights that, now or hereafter, may be secured throughout the\nworld: patents, patent applications, patent disclosures and inventions (whether\nor not patentable and whether or not reduced to practice) and any reissue,\ncontinuation, continuation-in-part, division, revision, extension or\nreexamination thereof, utility model registrations and applications; design\nregistrations and applications; trademarks, service marks, trade dress, logos,\ntrade names and corporate names together with all goodwill associated therewith,\ncopyrights registered or unregistered and copyrightable works; mask works; and\nall registrations, applications, and renewals for any of the foregoing; trade\nsecrets and confidential information (including without limitation, ideas,\nformulae, compositions, know-how, manufacturing and production processes and\ntechniques, research and developmental information, drawings, specifications,\ndesigns, plans, proposals, technical data, financial, business and marketing\nplans, and customer and supplier lists and related information); computer\nsoftware and software systems (including, without limitation, data, databases,\nobject code, source code, macrocyte and firmware and related documentation);\nother proprietary and intellectual property rights; licenses or other agreements\nincluding but not limited to those assigning, waiving or relating to rights of\npublicity, moral rights or neighboring rights to or from third parties; and all\ncopies and tangible embodiments of the foregoing \n\n                                      -8-\n\n \n(in whatever form or medium), in each case including, without limitation, the\nitems set forth on the Schedule 4.12(b) attached hereto.\n\n     (b)  Schedule 4.12(b) sets forth a complete and correct list of (i) all\npatents, trademark and servicemark registrations, copyright registrations and\nother registered Proprietary Rights as well as all pending applications\ntherefor; (ii) all corporate names, trade names and unregistered trademarks used\nby the Company (to the extent not reflected on other schedules attached hereto)\nas their own marks; (iii) all material unregistered copyrightable works\nauthorized by the Company, mask works, and material computer software owned or\nlicensed by the Company (other than commercial software products generally\navailable to consumers); and (iv) all material licenses or similar agreements to\nwhich the Company is or just prior to closing was a party either as licensee or\nlicensor for the Proprietary Rights, in each case identifying the subject\nProprietary Rights.\n\n     (c)  Except as set forth on Schedule 4.12(c), (i) the Company owns and\npossesses all right, title and interest, free and clear of all Liens, in and to,\nand, to the best knowledge of the Company, has a valid and enforceable right to,\neach of the Proprietary Rights as described on Schedule 4.12(b), and no claim by\nany third party contesting the validity, enforceability, use or ownership of any\nof the Proprietary Rights has been made, is currently outstanding or, to the\nbest knowledge of the Company, is threatened, except for those which could not\nreasonably be expected, individually or in the aggregate, to cause a Material\nAdverse Change; (ii) the Proprietary Rights comprise all material intellectual\nproperty rights which are currently being used by the Company or which are\nnecessary for the operation of the business as currently conducted by the\nCompany, and as currently proposed to be conducted; (iii) no loss or expiration\nof any Proprietary Right or related group of Proprietary Rights is, to the\nCompany's knowledge, threatened, or is pending or reasonably foreseeable, except\nfor those which could not reasonably be expected, individually or in the\naggregate, to cause a Material Adverse Change; (iv) the Company has not received\nany notices of, nor is the Company aware of any facts which indicate a\nlikelihood of any infringement or misappropriation by, or conflict with, any\nthird party with respect to any of the Proprietary Rights including, without\nlimitation, any demand or request by the Company that such third party license\nany of the Proprietary Rights from the Company or to the Company; (v) to the\nbest of the Company's knowledge, the Company has not infringed, misappropriated\nor otherwise conflicted with any rights, including intellectual property rights,\nof any third parties, and the Company is not aware of any infringement,\nmisappropriation or conflict by the Company of any third-party patent,\ntrademark, copyright or other intellectual property right, or of any such\ninfringement, misappropriation or conflict which shall occur as a result of the\ncontinued operation of the business by the Company, as currently conducted or as\ncurrently proposed to be conducted, and there is no demand or request from a\nthird party that the Company take a license under any intellectual property\nright; and (vi) none of the Proprietary Rights owned by or licensed to the\nCompany are, to the best knowledge of the Company, being infringed,\nmisappropriated or conflicted by any third party.\n\n     (d)  All of the Proprietary Rights are owned by, or properly assigned or\nlicensed to, the Company or use thereof is otherwise authorized, except to the\nextent that \n\n                                      -9-\n\n \nthe failure to be so owned, assigned, licensed or otherwise authorized could not\nreasonably be expected to, individually or in the aggregate, cause a Material\nAdverse Change. The Company has not disclosed, and is not aware of any\ndisclosure by any other Person of, any of its trade secrets or confidential\ninformation to any third party other than pursuant to a written confidentiality\nagreement or disclosure to the Company's shareholders.\n\n     4.13 Material Contracts.\n          ------------------ \n     (a)  Except as set forth on Schedule 4.13(a), neither the Company nor any\nof its respective properties or assets is a party to or bound by any (i)\nContract not made in the ordinary course of business, or involving a commitment\nor payment in excess of $50,000 or otherwise material to the business of the\nCompany; (ii) employment, consulting, non-competition, severance, 'golden\nparachute' or indemnification Contract involving, individually or in the\naggregate, annual payments of more than $100,000 (including, without limitation,\nin each case any Contract to which the Company is a party involving Employees of\nthe Company); (iii) Contract among shareholders or granting a right of first\nrefusal or for a partnership or a joint venture or for the acquisition, sale or\nlease of any assets (except in the ordinary course of business) or capital stock\nof the Company or any other Person or involving a sharing of profits; (iv)\nmortgage, pledge, conditional sales contract, security agreement, factoring\nagreement or other similar Contract with respect to any real or tangible\npersonal property of the Company; (v) loan agreement, credit agreement,\npromissory note, guarantee, subordination agreement, letter of credit or any\nother similar type of Contract; (vi) Contract with any Governmental Body; (vii)\nContract with respect to the discharge, storage or removal of Hazardous\nMaterials; or (viii) binding commitment or agreement to enter into any of the\nforegoing. The Company has delivered or otherwise made available to each\nPurchaser true, correct and complete copies of the Contracts listed on Schedule\n4.13(a) (except as noted thereon), together with all amendments, modifications,\nsupplements or side letters affecting the obligations of any party thereunder.\n\n     (b)  (i)  Each of the Contracts listed on Schedule 4.13(a) is valid and\nenforceable in accordance with its terms, subject to applicable bankruptcy,\ninsolvency, reorganization, moratorium and similar laws affecting creditors'\nrights and remedies generally and subject, as to enforceability, to general\nprinciples of equity (regardless of whether enforcement is sought in a\nproceeding at law or in equity), and there is no material default under any\nContract listed on Schedule 4.13(a) by the Company or, to the best knowledge of\nthe Company, by any other party thereto, and no event has occurred that with the\nlapse of time or the giving of notice or both would constitute a material\ndefault thereunder.\n\n     (ii) No previous or current party to any Contract has given notice to the\nCompany of or made a claim with respect to any breach or default thereunder and\nthe Company is not aware of any notice of or claim to any such breach or\ndefault.\n\n                                      -10-\n\n \n     (c)  With respect to the Contracts listed on Schedule 4.13(a) that were\nassigned to the Company by a third party, all necessary consents to such\nassignment have been obtained.\n\n     4.14 Employee Benefits.\n          ----------------- \n\n     (a)  The Company has not made contributions to any pension, defined\nbenefit, or defined contribution plans for its Employees which are subject to\nERISA.\n\n     (b)  Set forth on Schedule 4.14(b) is a true and complete list of each\n Company Benefit Plan and each Employee Agreement providing for annual\n compensation in excess of $75,000. Except as set forth on Schedule 4.14(b), the\n Company does not have any plan or commitment, whether legally binding or not,\n to establish any new Company Benefit Plan, to enter into any Employee Agreement\n or to modify or to terminate any Company Benefit Plan or Employee Agreement\n (except to the extent required by law or to conform any such Company Benefit\n Plan or Employee Agreement to the requirements of any applicable law, in each\n case as previously disclosed to the Purchasers, or as required by this\n Agreement), nor has any intention to do any of the foregoing been communicated\n to Employees.\n\n     (c)  Except as set forth on Schedule 4.14(c), (i) the Company does not\nmaintain or contribute to any Company Benefit Plan which provides, or has any\nliability to provide, life insurance, medical, severance or other employee\nwelfare benefits to any Employee upon his retirement or termination of\nemployment, except as may be required by Section 4980B of the Code; and (ii) the\nCompany has never represented, promised or contracted (whether in oral or\nwritten form) to any Employee (either individually or to Employees as a group)\nthat such Employee(s) would be provided with life insurance, medical, severance\nor other employee welfare benefits upon their retirement or termination of\nemployment, except to the extent required by Section 4980B of the Code.\n\n     (d)  The Company (i) is in compliance with all applicable federal, state\nand local laws, rules and regulations (domestic and foreign) respecting\nemployment, employment practices, labor, terms and conditions of employment and\nwages and hours, in each case, with respect to Employees, except where the\nfailure to be in such compliance could not reasonably be expected, individually\nor in the aggregate, to cause a Material Adverse Change; (ii) has withheld all\namounts required by law or by agreement to be withheld from the wages, salaries\nand other payments to Employees; (iii) is not liable for any arrearages of wages\nor any taxes or any penalty for failure to comply with any of the foregoing; and\n(iv) is not liable for any payment to any trust or other fund or to any\ngovernmental or administrative authority, with respect to unemployment\ncompensation benefits, social security or other benefits for Employees.\n\n     (e)  No work stoppage or labor strike against the Company by Employees is\npending or, to the best knowledge of the Company, threatened. The Company (i) is\nnot involved in or, to the best knowledge of the Company, threatened with any\nsignificant labor dispute, grievance, or litigation relating to labor matters\ninvolving any Employees, including, without limitation, violation of any\nfederal, state or local labor, safety or\n\n                                      -11-\n\n \nemployment laws (domestic of foreign), charges of significant unfair labor\npractices or discrimination complaints; (ii) has not engaged in any unfair labor\npractices within the meaning of the National Labor Relations Act or the Railway\nLabor Act which would cause a Material Adverse Change; or (iii) is not presently\nbound by, nor has been in the past a party to or bound by, any collective\nbargaining agreement or union contract with respect to Employees and no such\nagreement or contract is currently being negotiated by the Company or any of its\naffiliates. No Employees are currently represented by any labor union for\npurposes of collective bargaining and, to the best knowledge of the Company, no\nactivities the purpose of which is to achieve such representation of all or some\nof such Employees are ongoing or threatened.\n\n     (f)  Except as set forth on Schedule 4.14(f), no benefits shall accrue,\nbecome payable vest or accelerate as a result of the Transaction under any\nCompany Benefit Plan or Employee Agreement, including, but not limited to, the\nvesting of benefits under any 'employee benefit plan' within the meaning of\nSection 3(3) of ERISA, the acceleration of stock or stock related awards, or the\npayment of any amount under any Employee Agreement or Company Benefit Plan.\n\n     4.15 Employees. Except as set forth on Schedule 4.15, to the best knowledge\n          --------- \nof the Company, no key executive Employee and no group of Employees or\nindependent contractors of the Company has any plans to terminate his, her or\nits employment or relationship as an Employee or independent contractor with the\nCompany.\n\n     4.16 Litigation. There are no Legal Proceedings pending or, to the best\n          ----------\nknowledge of the Company, threatened that question the validity of this\nAgreement or the Transaction Documents or any action taken or to be taken by the\nCompany in connection with the consummation of the transactions contemplated\nhereby or thereby. Schedule 4.16 sets forth a true, correct and complete list of\nall Legal Proceedings pending or, to the best knowledge of the Company,\nthreatened against or affecting the Company or any of its properties or assets\n(including Company Benefit Plans) of the Company, at law or in equity, and, to\nthe best knowledge of the Company, there is no reasonable basis for any other\nsuch Legal Proceeding. There is no outstanding or, to the best knowledge of the\nCompany, threatened Order of any Governmental Body against, affecting or naming\nthe Company or affecting any of its properties or assets.\n\n     4.17 Compliance with Laws; Permits.\n          ----------------------------- \n\n     (a)  The Company is and at all times has been in compliance with all Laws\nand Orders promulgated by any Governmental Body applicable to the Company or to\nthe conduct of the business or operations of the Company or the use of its\nproperties (including any leased properties) and assets, except where the\nfailure to be in such compliance could not reasonably be expected, individually\nor in the aggregate, to cause a Material Adverse Change. The Company has not\nreceived, and does not know of the issuance of, any notices of violation or\nalleged violation of any such Law or Order by any Governmental Body.\n\n                                      -12-\n\n \n     (b)  The Company has obtained all Permits necessary for the conduct of its\nbusiness as currently conducted, except where the failure to obtain a Permit\ncould not reasonably be expected, individually or in the aggregate, to cause a\nMaterial Adverse Change. Schedule 4.17(b) lists all material Permits of the\nCompany obtained (or for which applications have been made for) from all\nGovernmental Bodies, indicating, in each case, the expiration date thereof,\nwhich are required by the nature of the operations of the Company to permit the\noperation thereof in the manner in which they are currently conducted. Such\nPermits have been issued pursuant to valid applications by the Company to the\nappropriate Governmental Bodies made in compliance with all applicable Laws, and\nthe Company has substantially complied with all conditions of such Permits\napplicable to it. No material default or violation, or event that with the lapse\nof time or giving of notice or both would become a material default or\nviolation, has occurred in the due observance of any such Permit. All such\nPermits are in full force and effect without further consent or approval of any\nPerson. The Company has not received any notice from any source to the effect\nthat there is lacking any such Permit required in connection with the current\noperations of the Company. The Company has made all required filings with\nGovernmental Bodies, except where the failure to make such filings could not\nreasonably be expected, individually or in the aggregate, to cause a Material\nAdverse Change.\n\n\n     4.18 Environmental Matters. (a) Except as set forth on Schedule 4.18, the\n          ---------------------\noperations of the Company have been and, as of the Closing Date, will be in\ncompliance with all Environmental Laws, except where the failure to be in such\ncompliance could not reasonably be expected, individually or in the aggregate,\nto cause a Material Adverse Change; (b) the Company has obtained, currently\nmaintains and, as of the Closing Date, will have all Environmental Permits\nnecessary for its operations, other than such Environmental Permits the lack of\nwhich could not reasonably be expected, individually or in the aggregate, to\ncause a Material Adverse Change; all such Environmental Permits are and, as of\nthe Closing Date, will be, in good standing; there are no Legal Proceedings\npending or, to the best knowledge of the Company, threatened to revoke any such\nEnvironmental Permit; the Company is, and as of the Closing Date will be, in\ncompliance with such Environmental Permits; and the Company has not received any\nnotice from any source, and has not otherwise obtained knowledge, to the effect\nthat there is lacking any Environmental Permit required in connection with the\ncurrent use or operation of any Real Property Lease; (c) the Company and all of\nits past and current Facilities and operations are not subject to any\noutstanding written Order or Contract, including Environmental Laws, with any\nGovernmental Body or Person, or to the best knowledge of the Company, subject to\nany federal, state, local or foreign investigation respecting (1) Environmental \nLaws, (2) any Remedial Action or (3) any Environmental Claim arising from the\nRelease or threatened Release of a Hazardous Material; (d) the Company is not\nsubject to any Legal Proceeding alleging the violation of any Environmental Law\nor Environmental Permit; (e) the Company has not received (nor, to the best\nknowledge of the Company, has there been issued) any written communication, \nwhether from a Governmental Body, citizens' group, Employee or any other Person,\nthat alleges that the Company is not in compliance with any Environmental Law or\nEnvironmental Permit; (f) the Company has not caused or permitted any Hazardous\nMaterials to remain or be disposed of, either on or under real property legally\nor beneficially owned or operated by the Company or on any real property not\npermitted to accept, store or dispose of such Hazardous Materials; (g) the\nCompany does not have any liabilities with respect to Hazardous Materials, and\nno facts\n\n                                      -13-\n\n \nor circumstances exist which, in the aggregate, could give rise to liabilities\nwith respect to Hazardous Materials; (h) none of the operations of the Company\ninvolves the generation, transportation, treatment, storage or disposal of\nhazardous waste or subject waste, as defined under 40 C.F.R. Parts260-270 (in\neffect as of the date of this Agreement); and (i) there is not now on or in any\nproperty of the Company (1) any underground storage tanks or surface tanks,\ndikes or impoundments; (2) any asbestos-containing materials or (3) any\npolychlorinated biphenyls, that, in any such case described in this clause (i),\ncould reasonably be expected, individually or in the aggregate, to cause a\nMaterial Adverse Change.\n\n     4.19 Investment Company Act. The Company is not, nor is it directly or\n          ---------------------- \nindirectly controlled by or acting on behalf of any Person that is, an\ninvestment company within the meaning of the Investment Company Act of 1940, as\namended.\n\n     4.20 Transactions with Affiliates. Except as set forth on Schedule 4.20,\n          ----------------------------\nthe Company has not made any payment to, or received any payment from, or made\nor received any investment in, or entered into any transaction with, any\nAffiliate, including without limitation, the purchase, sale or exchange of\nproperty or the rendering of any service.\n\n     4.21 Disclosure; Survival. This Agreement, the Financial Statements,\n          --------------------\nschedules provided in connection with this Agreement and the Offering\nMemorandum, taken as a whole, do not contain any untrue statement of material\nfact, fairly represent the business, properties, assets, and condition,\nfinancial or otherwise, of the Company in all material respects, and do not fail\nto state a material fact necessary in order to make the statements contained\ntherein and herein, when taken as a whole, not misleading. There is no fact\nwhich has not been disclosed to the Purchasers of which the Company is aware and\nwhich materially adversely affects or could reasonably be anticipated to\nmaterially adversely affect the business, financial condition, operating\nresults, earnings, assets, customer, supplier, Employee or sales representative\nrelations or business prospects of the Company. All representations, warranties,\ncovenants and agreements set forth in this Agreement or in any writing or\ncertificate delivered in connection with this Agreement shall survive the\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby and shall not be affected by any examination\nmade for or on behalf of any Purchaser, the knowledge of any Purchaser, or the\nacceptance by any Purchaser of any certificate or opinion.\n\n     4.22 Financial Advisors. Except as disclosed on Schedule 4.22, no agent,\n          ------------------\nbroker, investment banker, finder, financial advisor or other person acting on\nbehalf of the Company or under its authority is or will be entitled to any\nbroker's or finder's fee or any other commission or similar fee, directly or\nindirectly, in connection with the transactions contemplated by this Agreement\nor any Transaction Document and no Person is entitled to any fee or commission\nor like payment in respect thereof based in any way on agreements, arrangements\nor understandings made by or on behalf of the Company.\n\n     4.23 Insurance. Schedule 4.23 lists all insurance policies carried by the\n          ---------\nCompany covering its properties and business. Such insurance insures against\nsuch losses and risks as are adequate in accordance with customary industry\npractice to protect the Company and its business. The Company is not in material\ndefault with respect to its obligations under any insurance policy maintained by\nit.\n\n                                      -14-\n\n \n     4.24 Improper Actions. The Company, or to the best knowledge of the\n          ----------------\nCompany, any of its officers, directors, partners, employees, agents or\naffiliates or any other person acting on behalf of the Company has not, directly\nor indirectly, given or agreed to give any money, gift or similar benefit (other\nthan legal price concessions to customers in the ordinary course of business) to\nany customer, supplier, employee or agent of a customer or supplier, official or\nemployee of any Governmental Body, Governmental Body or any political party or\ncandidate for office (domestic or foreign) or other person who was, is or may be\nin a position to help or hinder the business of the Company (or assist the\nCompany in connection with any actual or proposed transaction) which (i) might\nsubject the Company, or any other individual or entity to any damage or penalty\nin any Legal Proceeding, (ii) if not given in the past, might have caused a\nMaterial Adverse Change or (iii) if not continued in the future, might cause a\nMaterial Adverse Change.\n\n     5.   Representations and Warranties of the Purchasers. Each Purchaser\n          ------------------------------------------------\nhereby represents and warrants to the Company, severally, for itself only, that:\n\n     5.1  Organization and Good Standing. Each Purchaser which is an entity is\n          ------------------------------\nduly organized, validly existing and in good standing under the laws of the\njurisdiction of its formation or incorporation, as applicable.\n\n     5.2  Authorization of Agreement.\n          -------------------------- \n\n     (a)  Each Purchaser which is an entity has full corporate or partnership\npower and authority to execute and deliver this Agreement and each other\nagreement, document, instrument or certificate contemplated by this Agreement or\nto be executed by each such Purchaser in connection with the consummation of the\ntransactions contemplated hereby and thereby (the 'Purchaser Documents'), and to\nperform fully its obligations hereunder and thereunder. The execution, delivery\nand performance by such Purchaser of this Agreement and each Purchaser Document\nhas been duly authorized by all necessary corporate or partnership action on\nbehalf of such Purchaser.\n\n     (b)  This Agreement and each Purchaser Document has been duly executed and\ndelivered by each Purchaser and (assuming the due authorization, execution and\ndelivery by the other parties hereto and thereto) this Agreement and each\nPurchaser Document constitute the legal, valid and binding obligations of each\nPurchaser, enforceable against such Purchaser in accordance with their\nrespective terms.\n\n     5.3  Purchaser Representation.  Each Purchaser has such knowledge and\n          ------------------------\nexperience in financial and business matters that it is capable of evaluating\nthe merits and risks of an investment in the Shares. Each Purchaser has been\ngiven the opportunity to examine all documents provided by, conduct due\ndiligence and ask questions of, and to receive answers from, the Company and its\nrespective representatives concerning the terms and conditions of an investment\nin the Shares.\n\n     5.4  Investment Intention. Each Purchaser is acquiring the Shares for its\n          --------------------\nown account, for investment purposes only and not with a view to the\ndistribution (as such term is used in Section 2(11) of the Securities Act)\nthereof in violation of the Securities Act, and that it \n\n                                      -15-\n\n \nis an 'accredited investor' within the meaning of Rule 501 of Regulation D of\nthe Securities and Exchange Commission. Each Purchaser understands that the\nShares have not been registered under the Securities Act and cannot be sold\nunless subsequently registered under the Securities Act or an exemption from\nsuch registration is available. The principal place of business or domicile of\neach Purchaser is located in the jurisdiction where notices are to be sent to\nsuch Purchaser as set forth on Schedule 1.\n\n     5.5  Financial Advisors. No agent, broker, investment banker, finder,\n          ------------------\nfinancial advisor or other person acting on behalf of each Purchaser or under\nits authority is or will be entitled to any broker's or finder's fee or any\nother commission or similar fee, directly or indirectly, in connection with the\ntransactions contemplated by this Agreement or any Transaction Document and no\nPerson is entitled to any fee or commission or like payment in respect thereof\nbased in any way on agreements, arrangements or understandings made by or on\nbehalf of each Purchaser.\n\n     5.6  Reliance. In making its decision to acquire the Shares, no Purchaser\n          --------\nhas relied on any information provided by the Company or its representatives\nother than the Information Memorandum and the representations and warranties\ncontained herein and in the other documents executed in connection herewith.\n\n     6.   Further Agreements of the Parties.\n          ----------------------------------\n\n     6.1  Covenants. For so long as the Shares are convertible, the Company\n          ---------\nshall reserve that number of shares of Common Stock issuable upon conversion of\nthe Shares, which shares shall not be subject to any preemptive or other similar\nrights (collectively, the 'Reserved Shares').\n\n     6.2  Use of Proceeds. The Company shall use all of the proceeds from the\n          ---------------\nsale of the Shares under this Agreement as set forth on Schedule 6.3. The\nCompany's debt to the 'Lexington Investor Group' shall be repaid simultaneously\nwith the Closing such that the equity ownership of the Lexington Investor Group\n(exclusive of any Preferred Stock acquired) shall not exceed 7.8% of the\noutstanding Common Stock of the Company (on a fully diluted basis).\n\n     6.3  Access to Information. Until the consummation of a Public Offering,\n          ---------------------\nthe Purchasers shall be entitled, at their expense, upon reasonable notice, to\nmake such reasonable investigation of the properties, businesses and operations\nof the Company and such examination of the books, records and financial\ncondition of the Company as they reasonably request and to make extracts and\ncopies of such books and records. Any such investigation and examination shall\nbe conducted during regular business hours and under reasonable circumstances\nwithout material interference with the Company's normal business operations, and\nthe Company and its respective employees shall cooperate fully therein. No\ninvestigation by the Purchasers prior to or after the date of this Agreement\nshall diminish or obviate any of the representations, warranties, covenants or\nagreements of the Company contained in this Agreement or the Transaction\nDocuments. In order that the Purchasers may have full opportunity to make such\nphysical, business, accounting and legal review, examination of the affairs of\nthe Company as may be reasonably requested, the Company shall cause its\nRepresentative to cooperate fully with the Representatives of the Purchasers in\nconnection with such review and examination; provided \n\n                                      -16-\n\n \nthat the Company shall not be required to incur any material expense related\nthereto. Each Purchaser shall use its reasonable best efforts to maintain the\nconfidentiality of information obtained as a result of the exercise of its\nrights granted under this Section 6.3.\n\n     6.4  Confidentiality. Except as may be required by applicable law, neither\n          ---------------\nthe Company nor the Purchasers or any of their respective Affiliates shall at\nany time divulge, disclose, disseminate, announce or release any information to\nany person concerning this Agreement, the Transaction Documents or the\ntransactions contemplated hereby or thereby without first obtaining the prior\nwritten consent of the other party hereto; provided, however, each Purchaser\nshall be entitled to disclose information with respect to its investment in the\nCompany on any reports such Purchaser furnishes to its investors or as otherwise\nrequired by Law and the Company may disclose the terms of this Agreement in\nconnection with an issuance of debt or equity securities.\n\n     6.5  Other Actions.  The Company and the Purchasers agree to execute and\n          -------------\ndeliver such other documents and take such other actions, as the other party may\nreasonably request for the purpose of carrying out the intent of this Agreement\nand the Transaction Documents.\n\n     6.6  Indemnity.\n          --------- \n\n     (a)  The Company and Charles E. Johnson, Jr., jointly and severally, agree\nto indemnify, defend and hold harmless each Purchaser (and its partners (and\neach officer and director thereof), directors, officers, members, shareholders,\nEmployees, affiliates, agents and permitted assigns) from and against any and\nall losses, liabilities, damages, deficiencies, costs or expenses (including\ninterest, penalties, and reasonable attorneys' fees, disbursements and related\ncharges) (collectively, 'Losses') based upon, arising out of or otherwise in\nrespect of any inaccuracy in or breach of any representations, warranties,\ncovenants or agreements of the Company contained in this Agreement or the\nTransaction Documents.\n\n     (b)  Each Purchaser agrees, severally, for itself only, to indemnify,\ndefend and hold harmless the Company (and its directors, officers, shareholders,\nEmployees, affiliates, agents and permitted assigns) from and against any and\nall Losses based upon, arising out of or otherwise in respect of any inaccuracy\nin or breach of any representations, warranties, covenants or agreements of such\nPurchaser contained in this Agreement or the Transaction Documents.\n\n     6.7  U.S. Real Property Holding Corporation.  The Company covenants that it\n          --------------------------------------\nwill operate in a manner such that it will not become a 'United States real\nproperty holding corporation' as such term is defined in Section 897(c)(2) of\nthe Internal Revenue Code of 1986, as amended ('USRPHC'), and the regulations\nthereunder. The Company agrees to make determinations as to its status as a\nUSRPHC, and will file statements concerning those determinations with the\nInternal Revenue Service, in the manner and at the times required under Reg.\n1.897-2(h), or any supplementary or successor provision thereto. Within 30 days\nof a request from a Purchaser, the Company will inform the requesting party, in\nthe manner set forth in Reg. 1.897-2(h) or any supplementary or successor\nprovision thereto, whether that party's \n\n                                      -17-\n\n \ninterest in the Company constitutes a United States real property interest\n(within the meaning of Internal Revenue Code Section 897(c)(1) and the\nregulations thereunder) and whether the Company has provided to the Internal\nRevenue Service all required notices as to its USRPHC status.\n\n     6.8  Financial Statements, Reports, Etc. The Company shall furnish to each\n          ----------------------------------\nPurchaser which, together with its Affiliates, purchases and continues to own at\nleast 100,000 Shares:\n\n     (a)  as soon as available, and in any event within 90 days after the end of\neach fiscal year of the Company, (i) an audited financial statement of the\nCompany as of the end of such fiscal year; (ii) the related statements of\nincome, stockholders' equity and cash flows for the fiscal year then ended,\nprepared in accordance with GAAP and certified by a firm of independent public\naccountants of recognized national standing selected by the board of directors\nof the Company and acceptable to a majority of the Purchasers (the 'Annual\nFinancial Statements'); and (iii) any related management letters from such\naccounting firm. The Annual Financial Statements shall be accompanied by a\nmanagement report describing the state of the Company's business at year end.\n\n     (b)  as soon as available, and in any event within 30 days after the end of\neach month in each fiscal year a balance sheet of the Company, and the related\nstatement of income (with statements of stockholders' equity and cash flows to\nbe provided quarterly), unaudited but prepared in accordance with GAAP (except\nthat such unaudited financial statements need not contain all of the required\nfootnotes and are subject to normal, recurring non-material year-end\nadjustments) and certified by the chief financial officer of the Company (the\n'Monthly Balance Sheet'). The Monthly Balance Sheet should be prepared as of the\nend of such month with statements of income, stockholders' equity and cash flows\nfor such month and for the period from the beginning of the fiscal year to the\nend of such month, in each case with comparative statements for the prior fiscal\nyear and the most recent 12-month budget delivered by the Company pursuant to\nSection 6.8(c) hereof;\n\n     (c)  as soon as available and in any event no later than 30 days prior to\nthe start of each fiscal year an annual business plan and capital and operating\nexpense budget, cash flow projections and income and loss projections for the\nCompany, in respect of such fiscal year, as approved by the board of directors\nof the Company and all itemized in reasonable detail and prepared on a quarterly\nbasis, and, promptly after preparation, any revisions to any of the foregoing;\n\n     (d)  any document relating to the affairs of the Company delivered to any\nshareholders of the Company; or\n\n     (e)  prompt notice, and in any event within five days after notice has been\nreceived by the Company, of any material litigation or any adverse claims,\ndispute or any other developments which could reasonably be expected to be\nmaterial to the operations, assets, or properties of the Company; provided,\nhowever, that the rights provided in this Section 6.8 to a Purchaser shall\nterminate with respect to such Purchaser upon the earlier \n\n                                      -18-\n\n \nof (a) a Public Offering or (b) when such Purchaser (or its Affiliates) owns\nless than fifty percent of the Shares, (including the Common Stock issuable upon\nconversion thereof) purchased by such Purchaser at the Closing; and provided\nfurther that the rights provided in this Section 6.8 shall only be transferable\nto a transferee that acquires and continues to own at least 50% of the Shares\nacquired by the Purchaser hereunder.\n\n     6.9  Issuance of Stock. In the event the Company shall issue additional\n          -----------------\nshares of Common Stock (or any securities exercisable or convertible into Common\nStock) on or before June 1, 1999 other than pursuant to a Qualified Public\nOffering, then Charles E. Johnson, Jr. shall contribute to the Company the\nnumber of shares being sold by the Company such that any dilution in ownership\nshall be borne solely by Charles E. Johnson, Jr.\n\n     6.10 Life Insurance. The Company agrees to maintain at all times life\n          --------------\ninsurance on Charles E. Johnson, Jr. of at least $2,500,000 and life insurance\non Christopher Carton of at least $1,000,000, with the Company named as\nbeneficiary of such policies.\n\n     7.   Documents to be Delivered at the Closing.\n          -----------------------------------------\n\n     7.1  Documents to be Delivered by the Company. At the Closing, the Company\n          ----------------------------------------\nshall deliver, or cause to be delivered, to each Purchaser the following:\n\n     (a)  Certificates representing the Shares issued hereunder;\n\n     (b)  an opinion of Stoll, Keenon &amp; Park, LLP, counsel to the Company, in\nform and substance satisfactory to the Purchasers;\n\n     (c)  the Stockholders Agreement;\n\n     (d)  (i) certificate of good standing with respect to the Company issued by\nthe Secretary of State of Nevada; (ii) copy, certified by the secretary or\nassistant secretary of the Company, as being a true and complete copy as of the\nClosing Date, of the by-laws of the Company; and (iii) copy, certified by the\nSecretary of State of Nevada, of the certificate of incorporation of the\nCompany;\n\n     (e)  (i) copy of resolutions of the board of directors of the Company,\nauthorizing the execution, delivery and performance of this Agreement and the\nTransaction Documents, the issuance of the Series A Preferred Stock and the\nreservation of the Reserved Shares; and (ii) a certificate of the secretary or\nassistant secretary of the Company, dated the Closing Date certifying that such\nresolutions were duly adopted and are in full force and effect and attesting to\nthe true signatures and to the incumbency of the officers of the Company,\nexecuting this Agreement and the Transaction Documents;\n\n     (f)  a certificate, certified by the President or any Vice-President of the\nCompany, stating that the respective representations and warranties of the\nCompany contained in this Agreement are true and correct in all material\nrespects on and as of the Closing Date;\n\n                                      -19-\n\n \n     (g)  Evidence that Charles E. Johnson, Jr. shall have forgiven any and all\nindebtedness from the Company to him such that any such amount will be\ncapitalized as equity of the Company and as to the terms of the outstanding loan\nfrom Bank One to Charles E. Johnson, Jr. and evidence that Charles E. Johnson,\nJr. has foregone any right to special compensation (whether or not previously\nearned and accrued) pursuant to the terms of Item 1f of that certain Loan and\nStock Purchase Agreement dated as of January 15, 1998;\n\n     (h)  Evidence that the following persons shall have been elected as members\nof the board of directors of the Company: Johnson, Brad Redmon, John Chiles,\nMaurice J. Gallagher, Jr. and Timothy P. Flynn;\n\n     (i)  Evidence that the Company has repaid in full the loan made to the\nCompany pursuant to that certain Loan and Stock Purchase Agreement dated as of\nJanuary 15, 1998; and\n\n     (j)  such other documents as the Purchasers shall reasonably request.\n\n     7.2  Delivery of Purchase Price. At the Closing, each Purchaser shall\n          --------------------------\ndeliver its Purchase Price by wire transfer to an account of which the Company\nshall notify the Purchasers prior to the Closing Date.\n\n     8.   Miscellaneous.\n          --------------\n\n     8.1  Certain Definitions.\n          ------------------- \n\n     'Affiliate' of any Person means any Person that directly or indirectly\ncontrols, or is under common control with, or is controlled by, such Person. As\nused in this definition, 'control' (including with its correlative meanings,\n'controlled by' and 'under common control with') shall mean the possession,\ndirectly or indirectly, of the power to direct or cause the direction of the\nmanagement or policies of a Person (whether through ownership of securities or\npartnership or other ownership interests, by contract or otherwise).\n\n     'Benefit Plan' means each plan, program, policy, payroll practice,\ncontract, agreement or other arrangement providing for compensation, severance,\ntermination pay, performance awards, stock or stock related awards, fringe\nbenefits or other employee benefits of any kind, whether formal or informal,\nfunded or unfunded, written or oral and whether or not legally binding,\nincluding, without limitation, each 'Employee benefit plan,' within the meaning\nof Section 3(3) of ERISA and each 'multi-employer plan' within the meaning of\nSection 3(37) or 4001(a)(3) of ERISA.\n\n     'Code' means the Internal Revenue Code of 1986, as amended, and the rules\nand regulations promulgated thereunder.\n\n     'Common Stock' means the Company's common stock, par value $.01 per share.\n\n     'Company Benefit Plan' means each Benefit Plan (other than an Employee\nAgreement) which is now or previously has been sponsored, maintained,\ncontributed to, or required to be \n\n                                      -20-\n\n \ncontributed to, or with respect to which any withdrawal liability (within the\nmeaning of Section 4201 of ERISA) has been incurred, by the Company for the\nbenefit of any Employee, and pursuant to which the Company has or may have any\nliability, contingent or otherwise.\n\n     'Contract' means any contract, agreement, indenture, note, bond, loan,\ninstrument, lease, conditional sale contract, mortgage, license, franchise,\ninsurance policy, commitment or other arrangement or agreement, whether written\nor oral.\n\n     'Employee' means each current, former, or retired employee, office\nconsultant, independent contractor, agent or director of the Company.\n\n     'Employee Agreement' means each management, employment, severance,\nconsulting, non-compete, confidentiality, or similar agreement or contract\nbetween the Company and any Employee pursuant to which the Company has or may\nhave any liability, contingent or otherwise.\n\n     'Environmental Claim' means any accusation, allegation, notice of\nviolation, action, claim, Lien, demand, abatement or other Order or direction\n(conditional or otherwise) by any Governmental Body or any Person for personal\ninjury (including sickness, disease or death), tangible or intangible property\ndamage, damage to the environment, nuisance, pollution, contamination or other\nadverse effects on the environment, or for fines, penalties or restrictions\nresulting from or based upon (i) the existence, or the continuation of the\nexistence, of a Release (including, without limitation, sudden or non-sudden\naccidental or non-accidental Releases) of, or exposure to, any Hazardous\nMaterial or other substance, chemical, material, pollutant, contaminant, odor,\naudible noise, or other Release in, into or onto the environment (including,\nwithout limitation, the air, soil, surface water or groundwater) at, in, by,\nfrom or related to the Facilities or any activities conducted thereon; (ii) the\nenvironmental aspects of the transportation, storage, treatment or disposal of\nHazardous Materials in connection with the operation of the Facilities; or (iii)\nthe violation, or alleged violation, of any Environmental Laws, Orders or\nPermits of or from any Governmental Body relating to environmental matters\nconnected with the Facilities.\n\n     'Environmental Law' means any Law concerning Releases into any part of the\nnatural environment, or activities that might result in damage to the natural\nenvironment, or any Law that is concerned in whole or in part with the natural\nenvironment and with protecting or improving the quality of the natural\nenvironment and protecting public and Employee health and safety and includes,\nbut is not limited to, the Comprehensive Environmental Response, Compensation,\nand Liability Act ('CERCLA') (42 U.S.C. (S) 9601 et seq.), the Hazardous\nMaterials Transportation Act (49 U.S.C. (S) 1801 et seq.), the Resource\nConservation and Recovery Act (42 U.S.C. (S) 6901 et seq.), the Clean Water Act\n(33 U.S.C. (S) 1251 et seq.), the Clean Air Act (33 U.S.C. (S) 7401 et seq.),\nthe Toxic Substances Control Act (15 U.S.C. (S) 2601 et seq.), the Federal\nInsecticide, Fungicide, and Rodenticide Act (7 U.S.C. (S) 136 et seq.) and the\nOccupational Safety and Health Act (29 U.S.C. (S) 651 et seq.) ('OSHA'), as such\nlaws have been amended or supplemented, and the regulations promulgated pursuant\nthereto, and any and all analogous state or local statutes, and the regulations\npromulgated pursuant thereto, and any and all treaties, conventions and\nenvironmental public and employee health and safety statutes and \n\n                                      -21-\n\n \nregulations or analogous requirements of non-United States jurisdictions in\nwhich the Company conducts any business.\n\n     'Environmental Matters' means any matter arising out of or relating to the\nproduction, storage, transportation, disposal or Release of any Hazardous\nMaterial or otherwise arising out of or relating to safety, health or the\nenvironment which could give rise to liability or require the expenditure of\nmoney to address, and shall include, without limitation, the costs of\ninvestigating and remedying any of the foregoing matters, any fines and\npenalties arising in connection therewith, and any claim in respect thereof for\ndamages or injunctive relief for alleged personal injury, property damage or\ndamage to natural resources under common law or other Environmental Law.\n\n     'Environmental Permit' means any Permit, variance, registration, or\npermission required under any applicable Environmental Laws.\n\n     'ERISA' means the Employee Retirement Income Security Act of 1974, as\namended and any regulations promulgated or proposed thereunder.\n\n     'Facility' means real property owned, leased or operated by the Company.\n\n     'GAAP' means generally accepted accounting principles, as in effect in the\nUnited States.\n\n     'Governmental Body' means any government or governmental or regulatory body\nthereof, or political subdivision thereof, whether federal, state, local or\nforeign, or any agency, instrumentality or authority thereof, or any court or\narbitrator (public or private).\n\n     'Hazardous Materials' means any substance, material or waste which is\nregulated by any local, state or federal Governmental Body in the jurisdiction\nin which the Company conducts business, or the United States, including, without\nlimitation, any material or substance which is defined as a 'hazardous waste,'\n'hazardous material,' 'hazardous substance,' 'extremely hazardous waste' or\n'restricted hazardous waste,' 'subject waste,' 'contaminant,' 'toxic waste' or\n'toxic substance' under any provision of Environmental Law, including but not\nlimited to, petroleum products, asbestos, radon and polychlorinated biphenyls.\n\n     'Law' means any federal, state, local or foreign law (including common\nlaw), statute, code, ordinance, rule, regulation or other requirement or\nguideline.\n\n     'Legal Proceeding' means any judicial, administrative or arbitral actions,\nsuits, proceedings (public or private), claims or governmental proceedings.\n\n     'Lien' means any lien, pledge, hypothecation, levy, mortgage, deed of\ntrust, security interest, claim, lease, charge, option, right of first refusal,\neasement, or other real estate declaration, covenant, condition, restriction or\nservitude, transfer restriction under any shareholder or similar agreement,\nencumbrance or any other restriction or limitation whatsoever.\n\n     'Material Adverse Change' means any material adverse change in the\nbusiness, properties, results of operations, prospects or condition (financial\nor otherwise) of the Company.\n\n                                      -22-\n\n \n     'material default' means a default which could reasonably be expected to\nresult in a Material Adverse Change.\n\n     'Order' means any order, injunction, judgment, decree, ruling, writ,\nassessment or arbitration award.\n\n     'Permits' means any approvals, authorizations, consents, licenses, permits\nor certificates by any Governmental Body.\n\n     'Person' means any individual, corporation, partnership, firm, joint\nventure, association, joint-stock company, trust, unincorporated organization,\nGovernmental Body or other entity.\n\n     'Public Offering' means a firm commitment underwritten public offering of\nshares of Common Stock pursuant to an effective registration statement under the\nSecurities Act of 1933, as then in effect or any comparable statement under any\nsimilar federal statute then in force or effect.\n\n     'Qualified Public Offering' shall have the meaning set forth in the\nStockholders Agreement.\n\n     'Release' means any release, spill, effluent, emission, leaking, pumping,\ninjection, deposit, disposal, discharge, dispersal, leaching, or migration into\nthe indoor or outdoor environment, or into or out of any property owned,\noperated or leased by the Company, including the movement of any Hazardous\nMaterial or other substance through or in the air, soil, surface water,\ngroundwater, or property.\n\n     'Remedial Action' means all actions, including, without limitation, any\ncapital expenditures, required or voluntarily undertaken to (i) clean up,\nremove, treat, or in any other way address any Hazardous Material or other\nsubstance in the indoor or outdoor environment; (ii) prevent the Release or\nthreat of Release, or minimize the further Release of any Hazardous Material or\nother substance so it does not migrate or endanger or threaten to endanger\npublic health or welfare of the indoor or outdoor environment; (iii) perform \npre-remedial studies and investigations or post-remedial monitoring and care; or\n(iv) bring any Facility into compliance with all Environmental Laws and\nEnvironmental Permits.\n\n     'Representatives' of a Person means its officers, Employees, agents, legal\nadvisors and accountants.\n\n     'Stockholders Agreement' means the Stockholders' Agreement dated as of the\ndate hereof, by and among the Company and the shareholders listed on the\nsignature pages thereto.\n\n     'Taxes' means any federal, state, local or foreign income, gross receipts,\nlicense, payroll, employment, excise, severance, stamp, occupation, premium,\nwindfall profits, environmental (including taxes under Code Section 59A),\ncustoms duties, capital stock, franchise, profits, withholding, social security\n(or similar), unemployment, disability, real property, personal property, sales,\nuse, transfer, registration, value added, alternative or add-on minimum,\nestimated, or other tax of any kind whatsoever, including any interest, penalty,\nor addition thereto, whether disputed or not.\n\n                                      -23-\n\n \n     'Tax Return' means any return declaration, report, claim for refund, or\ninformation return or statement relating to Taxes, including any schedule or\nattachment thereto, and including any amendment thereof.\n\n     8.2  Tax Treatment of Preferred Stock. The Company agrees that the Series A\n          -------------------------------- \nPreferred Stock is stock which participates in corporate growth to a significant\nextent within the meaning of Treasury Regulation (S) 1.305-5(a), and hence will\nnot be treated as preferred stock for purposes of Internal Revenue Code (S) 305\nand the regulations thereunder. Accordingly, the Company has determined that\nthere will not be constructive distributions under Treasury Regulation (S) \n1.305-5(b) with respect to the Series A Preferred Stock.\n\n     8.3  Expenses. The Company shall pay all fees and expenses incurred by \n          -------- \nthe Purchasers associated with this transaction, including legal expenses and\nout-of pocket expenses. The Company shall pay all stamp and other taxes which\nmay be payable in respect of the execution and delivery of this Agreement, the\nTransaction Documents, or the issuance, delivery or acquisition of the Shares\nand all blue sky expenses.\n\n     8.4  Specific Performance. The Company acknowledges and agrees that the\n          -------------------- \nbreach of this Agreement would cause irreparable damage to the Purchasers and\nthat the Purchasers will not have an adequate remedy at law. Therefore, the\nobligations of the Company under this Agreement, including, without limitation,\nthe Company's obligation to sell the Shares to the Purchasers, shall be\nenforceable by a decree of specific performance issued by any court of competent\njurisdiction, and appropriate injunctive relief may be applied for and granted\nin connection therewith. Such remedies shall, however, be cumulative and not\nexclusive and shall be in addition to any other remedies which any party may\nhave under this Agreement or otherwise.\n\n     8.5  Further Assurances. The Company and the Purchasers each agree to \n          ------------------ \nexecute and deliver such other documents or agreements as may be necessary or\ndesirable for the implementation of this Agreement and the consummation of the\ntransactions contemplated hereby.\n\n     8.6  Submission to Jurisdiction; Consent to Service of Process.\n          --------------------------------------------------------- \n     (a)  The parties hereto hereby irrevocably submit to the non-exclusive\njurisdiction of any federal or state court located within the County of Clark,\nState of Nevada over any dispute arising out of or relating to this Agreement or\nany of the transactions contemplated hereby and each party hereby irrevocably\nagrees that all claims in respect of such dispute or any suit, action or\nproceeding related thereto may be heard and determined in such courts. The\nparties hereby irrevocably waive, to the fullest extent permitted by applicable\nlaw, any objection which they may now or hereafter have to the laying of venue\nof any such dispute brought in such court or any defense of inconvenient forum\nfor the maintenance of such dispute. Each of the parties hereto agrees that a\njudgment in any such dispute may be enforced in other jurisdictions by suit on\nthe judgment or in any other manner provided by law.\n\n                                      -24-\n\n \n     (b)  Each of the parties hereto hereby consents to process being served by\nany party to this Agreement in any suit, action or proceeding by the mailing of\na copy thereof in accordance with the provisions of Section 8.10.\n\n     8.7  Entire Agreement; Amendments and Waivers. This Agreement (including \n          ---------------------------------------- \nthe schedules and exhibits hereto) represents the entire understanding and\nagreement between the parties hereto with respect to the subject matter hereof\nand can be amended, supplemented or changed, and any provision hereof can be\nwaived, only by written instrument making specific reference to this Agreement\nsigned by the parties hereto. No action taken pursuant to this Agreement,\nincluding without limitation, any investigation by or on behalf of any party,\nshall be deemed to constitute a waiver by the party taking such action of\ncompliance with any representation, warranty, covenant or agreement contained\nherein. The waiver by any party hereto of a breach of any provision of this\nAgreement shall not operate or be construed as a further or continuing waiver of\nsuch breach or as a waiver of any other or subsequent breach. No failure on the\npart of any party to exercise, and no delay in exercising, any right, power or\nremedy hereunder shall operate as a waiver thereof, nor shall any single or\npartial exercise of such right, power or remedy by such party preclude any other\nor further exercise thereof or the exercise of any other right, power or remedy.\nAll remedies hereunder are cumulative and are not exclusive of any other\nremedies provided by law.\n\n     8.8  Governing Law. This Agreement shall be governed by and construed in\n          ------------- \naccordance with the laws of the State of Nevada without giving effect to the\nprinciples of conflict of laws thereunder which would specify the application of\nthe law of another jurisdiction.\n\n     8.9  Table of Contents; Headings; Interpretive Matters. The table of \n          ------------------------------------------------- \ncontents and section headings of this Agreement are for reference purposes only\nand are to be given no effect in the construction or interpretation of this\nAgreement. No provision of this Agreement will be interpreted in favor of, or\nagainst, any of the parties hereto by reason of the extent to which any such\nparty or its counsel participated in the drafting thereof or by reason of the\nextent to which any such provision is inconsistent with any prior draft hereof\nor thereof.\n\n     8.10 Notices. All notices and other communications under this Agreement \n          ------- \nshall be in writing and shall be deemed given when delivered personally,\ntelecopied or mailed by certified mail, return receipt requested, to the parties\nat the following addresses (or to such other address as a party may have\nspecified by notice given to the other party pursuant to this provision):\n\n     If to the Company or Charles E. Johnson, Jr., to:\n\n               Purchase Pro International, Inc\n               6285 South Industrial Road\n               Las Vegas, Nevada 89128\n               Attn:\n               Fax: (702)270-2030\n\n                                      -25-\n\n \n     With a copy (which shall by itself not constitute notice) to:\n\n               Dan M. Rose, Esq.\n               Stoll, Keenon &amp; Park, LLP\n               201 E. Main Street\n               Suite 1000\n               Lexington, KY 40507\n\n     If to the Purchasers, to the address listed in Schedule 1.\n\n     All notices are effective upon receipt or upon refusal if properly\ndelivered.\n\n     8.11 Severability. If any provision of this Agreement is invalid or \n          ------------ \nunenforceable, the balance of this Agreement shall remain in effect.\n\n     8.12 Binding Effect; Assignment. This Agreement shall be binding upon and \n          -------------------------- \ninure to the benefit of the parties and their respective successors and\npermitted assigns (as permitted in accordance with the terms of this Agreement).\nNothing in this Agreement shall create or be deemed to create any third-party\nbeneficiary rights in any person or entity not a party to this Agreement except\nas provided below. No assignment of this Agreement or of any rights or\nobligations hereunder may be made by the Company or the Purchasers (by operation\nof law or otherwise) without the prior written consent of the other parties\nhereto and any attempted assignment without the required consents shall be void;\nprovided, however, that the Purchasers may assign this Agreement and any or all\nrights and obligations hereunder, in whole or in part, to any Affiliate of the\nPurchasers, but any such assignment shall not relieve the Purchasers of their\nrespective obligations hereunder. In addition, and whether or not any express\nassignment has been made, the provisions of this Agreement which are for the\nbenefit of any Purchaser as a purchaser or holder of Shares (or any securities\npursuant to which such Shares may be converted or exercised into) are also for\nthe benefit of and enforceable by, any subsequent holder of such securities.\nUpon any permitted assignment, the references in this Agreement to the\nPurchasers shall also apply to any such assignee unless the context otherwise\nrequires.\n\n     8.13 Counterparts. This Agreement may be executed simultaneously in two or\n          ------------ \nmore counterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument.\n\n     SECURITIES PURCHASE AGREEMENT SIGNATURE PAGES\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized, as of the date\nfirst written above.\n\n                                   PURCHASE PRO INTERNATIONAL, \n                                   INC.\n\n                                   By:\/s\/ Charles E. Johnson, Jr.\n                                      -----------------------------------------\n                                   Name: Charles E. Johnson, Jr.\n                                        ---------------------------------------\n                                   Title: Chairman and Chief Executive Officer\n                                         --------------------------------------\n                                      -26-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43578","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43578","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43578"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43578"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43578"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43578"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}