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Monday, April 16, 2007 12:18:50 PM
on the Closing day.
Purchase. (a) Upon the terms and subject to the conditions herein contained, at the “Closing” (as defined in Section 4.1 below), each of the Sellers shall sell, devise and transfer to the Purchaser, and the Purchaser shall purchase and accept the transfer of all of the Shares. The total purchase price for the Shares shall be a total of SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($750,000.00) in cash (“Cash Amount”) and that number of shares of a newly created series of Purchaser preferred stock, designated as “Series B Preferred Stock, $0.10 par value per share”, (“Purchaser Shares”) that equals the ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($1,250,000) (“Purchaser Shares”) DIVIDED by the closing BID PRICE quoted for the Purchaser’s Common Stock, $0.0001 par value per share, (“Purchaser’s Common Shares”) on www.otcbb.com on the “Closing Date” (as defined in Section 4.1 below).
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