James Monroe Capital Corp (JMON)

[roach4091]

Closing of this transaction shalt take place oc or about March 31, 2007 subJect to compliance with all conditions precedent and notice requiremcnui or such earlier date as may be agreed upon between the parties.
The Meraer Tnnsntkm. At tiw closing (the ‘Closing”), subject to the satiaffiction of all conditions precedent contained in the Merger Agreement, JMCP shall either acquire all of the issued and outstanding shares of common stock of Wales, or Wales will merge into JMCP with JMCP becoming the suMving entity. The Ibnn and stmcture of the transaction to be detejwined on the advice of counsel of both parties.
2, Additional tcrm* ad conditions. Thc terms of the proposed stock purchase will be further negotiated and memorialized in a dflnitive stock exchange agreement to be executed between the parties (the “Agreement”), which will contain the usual representations and wnnties, specific obligations of the panics pending the Closing and conditions precedeM to Closing, including but not limited to the following:
(a) Approval of the Agreement by the Board of Directocs of both Pwtia and all ricccseq corporate action to pcfonn the obligations umlu the Agyeemcnt will have been duly and property undertaken by both parties.
(b) Wales shall be pernñtted to make a fill and complete invcsdgation of the busins, properties, iandal statements and books and records of IMCP. All partie t supply the other with requested due diliscuce matoiial.
(c) Dwin8 the period prior to the Closing, all perties Will operate in the ordinary course of business, making no major purchases or sales of equipment. and Wales will use its best efforts to preserve its business and its relatinnship with its employees, Customers, dismbutom, manufkcturers and suppliers
(4) There is no material litigation threatened or peuijyj,g which may impair the value of’ dther party’s assets and thek associated tademask and trade names if any, and their ability to continue as an ongoing business.
(e) SMCP shall prot’ide Wales with copies of any pending or recent SEC 1nvestmgatJon (within the last thme years).
(1) $50,000 of Wales’ debt to be exchanged fOr 28,272,876 JMCP Preferred sbar currently held in ecefow
(g) JMCP will assume the remaining $500,000 debt of WI) Gold (the TMProject”). The interest in the project is valued at $4.58 million USI) (fbw million five hundred and eighty thousand dollars). Nine (9:0) million shares of ONYLOB will be used