Common use of Common Stock of the Company Clause in Contracts

Common Stock of the Company. i. As additional compensation for your services performed under this Agreement, and as an incentive to help make the Company successful, you will be issued 40,000 shares of Common Stock of the Company upon your execution and delivery of this Agreement and the simultaneous closing of the sale of United States Patent No. 5,262,439 and corresponding foreign applications and patents pursuant to the Patent Purchase Agreement. Simultaneous with your acceptance of this Agreement, you will enter into a Stock Restriction Agreement between you and the Company (the "Stock Restriction Agreement") in the form attached hereto as Exhibit "I". If this Agreement is terminated by the Company for cause (which shall be the willful breach by you of this Agreement) or by you (other than for death or disability) pursuant to Paragraph 4 prior to the end of the term provided herein, you shall be entitled only to the Vested Shares as defined in the Stock Restriction Agreement. ii. The Stock is being acquired by you solely for your account, for investment, with no present intention of making a public distribution thereof within the meaning of the Securities Act. None of the Stock will be sold or transferred by you in violation of the Securities Act or any state securities law, and your financial condition is such that this investment can be made on a long-term basis and you can afford the complete loss of the investment. You are aware that none of the Stock has been registered under the Securities Act or any state securities law, that the Stock must be held indefinitely unless they are subsequently registered or an exception from such registration is available and that the Company is under no obligation to register any of the Stock under the Securities Act or any state securities law. You are aware that an exception from registration requirements of the Securities Act pursuant to Rule 144 thereunder is not presently available; that the Company has not covenanted to make available an exception from the registration requirements pursuant to such Rule 144 or any successor rule for resale of any of the Stock; and that even if any exemption under Rule 144 were available, the Rule permits only routine sales of securities in limited amounts in accordance with the terms and conditions of such Rule. You further acknowledge that there is presently no market for the purchase and sale of any of the Stock. iii. You confirm that the Company has made available to you, or to your representatives, the opportunity to ask questions of its officers and directors and to acquire such additional information about the business and financial condition of the Company as you request. You are not acquiring and will not acquire the Stock based upon representations, oral or written, by any person with respect to the future value of, or income from, such Stock but rather upon your independent examination and judgment as to the prospects of the Company, You have all requisite legal power to enter into this Agreement, to acquire the Stock and carry out and perform your other obligations under the terms of this Agreement.