db ix,flaLal DgaiflSt the Project debt. it is expected that the ONYLIOB thateg will be liquidated to reduce the Project debt.
(Ii) JMC? will have 180 days to provide evidence of capability to fund the Project. Failure will reailt in the Project reverthig to holders of Project debt Outstanding fUnding obligation is approximately $ 1,350,000.
(1) JMCP will provide a legal letter of opinion regarding the immediate remo’a1 of the restrictive legend from select shares isaued List is to be provided by Wales,
4. Standstill Veiled. JMCP agrees that until the Closing Date, or upon prior wiittett approval from Wales, NC? will refrain from negotiating or cnteiing into an agreement with respect to the purchase of NC? or its business with any other party. in the event the parties have not executed a satisactoty deflnitve agreement hereto ‘within such StaudstiH Pesiod, neither pwty will havc any obligations hereunder.
5. Confidentiality. The ponies hereto agree to hold the terms and conditions hereof as well as the existence of this Letter of intent, as well as all infonnation obtained in due diligence with respect to JMCP and the proposed business transaction, in strict confidence, and to make no disclosure with respect to the stalject hereof, publicly or privately, other than as (i) jointly agreed by the parties in wxiting (li) as necessaiy to persons involved with the evaluation of the proposed tran*ction; (iii) or as otherwise required by applicable law and regulations.
6. Snpercd Ins Poenmentation. Except as provided herein, this Letter of Intent rsedes all previous agreements between the parties whether written or ciii,
and may only be amended by a written agreement executed by both parties hereto.
7. hnwsc. This Letter of intent is actepted by the partks merely as a statement of rmfluai intention at thb time to conduct further negotiations along the lines indicated above, and it is understood that the proposed businesa transaction is subject to the negotiation of the Agreenient, and review and approval thereof by the respective counsel and boards of directors of the panks. It is understood that neither party shall be bound to the other by this Letter of Intent tbr damages or tilurv to finally agree upon a formal and final Agreement, otis any other way.
8. Cvukpcm. At Closing, the parties Will excazte a stock achange awoc.nent. non- compete agreement and employment agreement and such other agreements as may be necessary to embody the terms et forth her&. Each agreement will contain customay representations. warranties, and indemnifications.
9, Clusin, The dosing of this transaction will take place on or about March 31,
2007. Closing will take place at the law offices of JMCP unless agreed by the parties inwiiting to the contrary.
Market Data 
Markets 
AI
