Amended and Restated Preferred Stock Purchase Agreement

 

                                                                   EXHIBIT 10.13

                           INTERFACE TECHNOLOGY, INC.
             Amended and Restated Preferred Stock Purchase Agreement

     This Amended and Restated Preferred Stock Purchase Agreement (the
"Agreement") is entered into as of the 23rd day of December, 1988, by and among
Interface Technology Inc., a Missouri corporation (the "Company"), MiTek
Industries, Inc., a Florida corporation ("MiTek"), Intech Group, Inc., a
Missouri corporation ("Intech"), Gateway Venture Partners II, L.P., a Delaware
limited partnership (the "Investor"), Zinsmeyer Trusts Partnership ("Zinsmeyer")
and Missouri Venture Partners, L.P. II, a Missouri limited partnership (the
"Additional Investor").

                                   WITNESSETH:

     WHEREAS, Company, Mitek, Intech and Investor entered into a Preferred Stock
Purchase Agreement dated December 23, 1987, pursuant to which Investor purchased
on December 23, 1987 (the "Initial Closing") 526,440 shares (as adjusted for
stock splits) of the Company's Series A Preferred Stock; and

     WHEREAS, the parties to said Stock Purchase Agreement anticipated that one
or more additional investors would purchase shares of the Company's Series A
Preferred Stock pursuant to an offer or offers exempt from registration under
the Securities Act of 1933; and

     WHEREAS, Zinsmeyer purchased 26,316 shares of Series A Preferred Stock from
the Company on December 15, 1988, and became a signatory to the Stock Purchase
Agreement; and

     WHEREAS, Additional Investor desires to purchase 394,737 shares of the
Company's Series A Preferred Stock; and

     WHEREAS, the parties hereto wish to amend and restate the Preferred Stock
Purchase Agreement dated December 23, 1987, to permit the sale of Series A
Preferred Stock to Additional Investor and define the rights of all of the
parties to this Amended and Restated Preferred Stock Purchase Agreement.

     NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants, and conditions set forth in this Agreement, the parties
to this Agreement mutually agree as follows:

     1. Purchase and Sale of Stock.

          1.1 Sale and Issuance of Series A Preferred Stock.

               (a) The Company shall, prior to the Closing (as defined below),
adopt and file with the Secretary of State of the State of Missouri the
Certificate of Amended Preferred Stock Designation attached to this Agreement as
Exhibit A (the Company's Articles of Incorporation, as amended and the
Certificate of Amended Preferred Stock Designation are hereinafter referred to
as the "Articles").

               (b) Subject to the terms and conditions of this Agreement, the
Additional Investor agrees to purchase at the Closing, and the Company agrees to
sell and issue to the Additional Investor at the Closing, 394,737 shares of the
Company's Series A Preferred Stock for an aggregate purchase price of Seven
Hundred Fifty Thousand Dollars ($750,000).

          1.2 Closing. The purchase and sale of the shares of the Company's
Series A Preferred Stock being purchased by the Additional Investor and Intech
(the "Stock") shall take place at the offices of Suelthaus & Kaplan, P.C., 8000
Maryland Avenue, St. Louis, Missouri 63105, on December 23, 1988, or at such
other time, date, or place as the Company and the Additional Investor shall
mutually agree (which time, date, and place are referred to in this Agreement as
the "Closing"). At the Closing the Company shall deliver to the Additional
Investor a certificate or certificates representing the shares of the Stock that
the Additional Investor is purchasing against delivery to the Company by the
Additional Investor of a cashier's or certified check, drawn on a bank
headquartered in St. Louis, Missouri and payable to the Company in the amount of
the purchase price of such shares.

     2. Representations and Warranties of the Company.

     Subject to and except as specifically disclosed by the Company in Exhibit B
(the "Disclosure Schedule") attached to the Agreement and incorporated by
reference herein, the Company and MiTek (except that MiTek's liability under
paragraphs 2.6, 2.7, 2.9 through 2.14 and 2.15 shall be limited to matters and
conditions existing prior to the date on which William W. Canfield became
associated with the Company) represent and warrant to the Additional Investor
that:

          2.1 Organization and Standing. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of

Missouri, has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted, and is qualified as a
foreign corporation and is in good standing in all other jurisdictions in which
such qualification is required; provided however, that the Company need not be
qualified in a jurisdiction in which its failure to qualify would not have a
material adverse effect on its operations or financial condition. True and
accurate copies of the Company's Articles of Incorporation and Bylaws, as
presently in effect, have been delivered to Suelthaus & Kaplan, P.C., 8000
Maryland Avenue, St. Louis, Missouri 63105, counsel for the Additional Investor.

          2.2 Capitalization. The authorized capital of the Company consists of:

               (a) Preferred Stock: 2,000,000 shares of Preferred Stock, $.0625
par value, of which 2,000,000 shares have been designated Series A Preferred
Stock (the "Stock") and of which 1,102,712 shares are validly issued and
outstanding, fully paid and nonassessable, and were issued in compliance with
all federal and state securities laws. The rights, privileges and preferences of
the Series A Preferred Stock are as stated in Exhibit A.

               (b) Common Stock: 3,000,000 shares of Common Stock, $.0625 par
value per share, of which 502,932 shares are validly issued and outstanding,
fully paid and nonassessable, and were issued in compliance with all applicable
federal and state securities laws. The Company has reserved 138,724 shares
Common Stock for issuance to key employees and other persons as may be
determined by the Company's Board of Directors from time to time, in accordance
with a Stock Option Plan adopted by the Company's Board of Directors, a true and
accurate copy of which is attached hereto as Section 2.2 of the Disclosure
Schedule (the "Stock Option Plan"). As of the date hereof, no options for shares
of Common Stock have been granted by the Company except that options for up to
138,724 shares of Common Stock may be granted pursuant to the Stock Option Plan.
As of the Closing, there will be no options, warrants, convertible subordinated
debentures, conversion privileges, preemptive rights or other rights presently
outstanding to purchase or otherwise acquire any of the authorized but unissued
stock of the Company, except for (i) the rights created by this Agreement; and
(ii) as set forth in Exhibit B.

          2.3 Subsidiaries. The Company does not presently own or control,
directly or indirectly, and is not under common control with, any other
corporation, association, or other business entity.

          2.4 Authorization. All corporate action on the part of the Company and
its officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of all obligations of the Company under this
Agreement and for the authorization, issuance and delivery of the Stock being
sold under this Agreement and of the Common Stock issuable upon conversion or
the Stock (the "Underlying Common Stock") has been taken prior to the Closing or
will be taken no later than thirty (30) days thereafter. This Agreement, when
executed and delivered, shall constitute a valid and legally binding obligation
of the Company enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency, the relief of debtors
and, with respect to rights of indemnity, subject to Federal and state
securities laws.

          2.5 Validity of Stock. The Stock, when issued, sold and delivered in
accordance with the terms of this Agreement shall be duly and validly issued,
fully paid and nonassessable. The Underlying Common Stock has been (or, prior to
the Closing), will be duly and validly reserved and, upon issuance in accordance
with the conversion provisions of the Stock, shall be duly and validly issued,
fully paid and nonassessable and will be free of any liens or encumbrances.

          2.6 Liabilities. The Company has a working capital line of credit with
Southwest Bank and a long term note with MiTek Industries, Inc. as shown at
Section 2.6 of the Disclosure Schedule. The Company moved to its current
location on January 15, 1988, and is committed for rentals of space, equipment
and various other expenses. In connection therewith, commitments in excess of
$25,000 each are shown at Section 2.6 of the Disclosure Schedule. The Company
has no other material liability or obligation, absolute or contingent, except
for liabilities incurred in the ordinary course of its business, none of which
individually exceeds $50,000.

          2.7 Title to Property and Assets. Except (a) for liens for current
taxes not yet delinquent, (b) for liens imposed by law and incurred in the
ordinary course of business for obligations not yet due to carriers,
warehousemen, laborers, materialmen, and the like, (c) for liens in respect of
pledges or deposits under workers' compensation laws or similar legislation, or
(d) for minor defects in title, none of which, individually or in the aggregate,
materially interferes with the use of such property, the Company owns its
property free and clear of all mortgages, liens, loans and encumbrances. With
respect to the property it leases, to the best of its knowledge the Company is
in compliance with such leases and holds a valid leasehold interest free of any
liens, claims and encumbrances, subject to clauses (b)-(c) above.

          2.8 Governmental Consents. To the best of the Company's knowledge, all
consents, approvals, orders, or authorizations of, or registrations,
qualifications, designations, declarations, or filings with any federal or state
governmental authority on the part of the Company required in connection with
the consummation of the transactions contemplated by this Agreement shall have
been obtained prior to, and be effective as of Closing.

          2.9 Compliance with Other Instruments. The Company is not in violation
of any provisions of its Articles of Incorporation or By-Laws as amended and in
effect on the Closing, or, in any material respect, of any provision of any
material mortgage, indenture, contract, agreement, instrument, judgment or
decree to which it is a party, or, to the best of its knowledge, of any
provision of any federal or state judgment, writ, decree, order, statute, rule
or governmental regulation applicable to the Company. The execution, delivery
and performance of this Agreement will not result in any such violation or be in
conflict with or constitute a default under any such provision. There is no such
provision that materially and adversely affects, or in the future may (so far as
the Company can now foresee) materially and adversely affect, the Company's
business, prospects, condition, affairs, operations, properties or assets.

          2.10 Misleading Statements; Business Plan. No representation or
warranty by the Company in this Agreement or in any written statement or
certificate furnished or to be furnished to the Additional Investor pursuant to
this Agreement or in connection with the transactions contemplated by this
Agreement, when taken together contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact necessary in such
context to make the statements not misleading. The materials presented in the
Company's Business Plan, which has been presented to the Investor and the
Additional Investor, have been prepared in a good faith effort by the Company to
describe the Company's present and proposed products, operations and projected
growth. To the best of the Company's knowledge, the assumptions used in the
preparation of the Business Plan continue to be reasonable and are unchanged as
of the date hereof, and the Company is not aware of any materially misleading
statements or omissions therein.

          2.11 Litigation. There is no action, proceeding or investigation
pending or to the best of the Company's knowledge, threatened against the
Company before any court or agency (or any basis therefor) known to the Company
that might result, either individually or in the aggregate, in any material
adverse change in the business prospects, condition, affairs, operations,
properties or assets of the Company or in any material liability on the part of
the Company or in any way questions the validity of this Agreement or any
actions taken or to be taken in connection therewith. The foregoing includes,
without limiting its generality, actions pending or, to the best of the
Company's knowledge, threatened (or any basis therefor known to the Company)
involving the prior employment of any of the Company's employees or their use in
connection with the Company's business of any information or techniques
allegedly proprietary to any of their former employers.

          2.12 Patents; Trademarks. To the best of its knowledge and belief (but
without having conducted any special investigation or patent search), the
Company owns or possesses, has access to, or can become licensed on reasonable
terms under, all patents, inventions, trademarks, trade names, copyrights,
licenses, information, know-how, proprietary rights and processes necessary for
the lawful conduct of its business as now conducted and as proposed to be
conducted, without any infringement of or conflict with the rights of others.

          2.13 Taxes. From October 9, 1984, through December 31, 1987 the
Company was included in the consolidated federal income tax returns of MiTek
Industries, Inc. for fiscal years ended March 31, all of which have been filed
in a timely manner. Tax years of the Company prior to and including the year
ended December 31, 1983 are closed. The consolidated federal income tax returns
of MiTek Industries, Inc. for the years ended March 31, 1985 and 1986 and have
been reviewed but not closed. The Company filed its own tax returns for the year
ended March 31, 1988. The Company is not aware of any deficiency assessments or
proposed adjustments to the Company's open federal and state income tax returns
at this time. MiTek hereby represents and warrants that it, and not the Company,
shall pay any tax liabilities arising out of such consolidated tax returns. The
Company has accurately prepared and timely filed all other United States income
tax returns and municipal tax that are required to be filed by it and has paid
or made provision for the payment of all taxes that have become due pursuant to
such returns. No deficiency assessment or proposed adjustment of the Company's
United States income tax or state or municipal taxes is pending and the Company
has no knowledge of any proposed liability for any tax to be imposed upon its
properties or assets for which there is not an adequate reserve reflected in the
Company's financial statements.

          2.14 Employees. The Company and Intech entered into a contract for the
management services of William W. Canfield from September 1, 1986 through
September 30, 1989, to serve as President, Chief Executive Officer and as a
Director at a rate of $90,000 per year. The agreement provides, among other
things, for termination by either party with ninety (90) days written notice,
compensation review at March 31, 1988, and annual incentive payments up to
$90,000. A compensation review at March 31, 1988, increased the rate of this
contract to $96,000 per year. The Company does not have any employment contract
with any of its employees not terminable at will (except as disclosed in Section
2.14 of the Disclosure Schedule) and does not have any collective bargaining
agreements covering any of its employees. All current and future employees of
the Company in technical or management positions have executed or will execute a
Covenant By Employee substantially in the form of Exhibit C attached hereto with
such changes as may be approved from time to time by the Company's Board of
Directors.

          2.15 Insurance. The Company is a named insured under fire and casualty
insurance policies, sufficient in amount (subject to reasonable deductibles)
including coverages for auto, products, crime, fiduciary, medical and workmen's

compensation to allow the Company to replace any of its properties that might be
damaged or destroyed.

          2.16 Registration Rights. Except as provided for in this Agreement,
the Company is not under any obligation to register under the Securities Act of
1933, as amended (the "1933 Act"), any of its presently outstanding securities
or any of its securities that may subsequently be issued.

          2.17 Financial Statements. The Company has furnished the Additional
Investor with the Company's comparative balance sheets at March 31, 1988 and
1987 together with statements of income and changes in financial position for
the years then ended. The balance sheet and the statements of income and change
in financial condition for the year ended March 31, 1987, was extracted from the
financial statement of MiTek. Ernst & Whinney conducted an audit of MiTek for
the year ended March 31, 1987 and has given MiTek an unqualified opinion on the
consolidated financial statement. Peat Marwick Main & Company has conducted the
audit of the Company for the year ended March 31, 1988 and has given the Company
an unqualified opinion on the financial statement. None of the notes to the
consolidated financial statements of MiTek have a material or adverse effect on
the Company. Information from the notes to the consolidated financial statements
of MiTek which pertain to the Company are shown on the Disclosure Schedule at
Section 2.17. Since March 31, 1988, there have been no changes in the financial
condition, operating results, assets, properties, business prospects, employee
relations or customer relations of the Company from that reflected on the March
31, 1988 balance sheet which, individually or in the aggregate, have been
materially adverse to the Company except as noted in the six-month income
statement for the period ended September 30, 1988 as shown in Exhibit B.

          2.18 Availability of Certain Information After Closing. The Company
acknowledges that the Additional Investor will need access to such information
as reasonably requested by it on a daily basis after Closing. In addition, the
Company agrees to cooperate with the Additional Investor to provide means of
electronic transfer of monthly financial information as reasonably requested by
Additional Investor.

     3. Representations and Warranties of the Investor, MiTek and Intech and of
Additional Investor.

          3.1 Representations of Investor, MiTek and Intech. Each of Investor,
MiTek and Intech represent and warrant that this Agreement, when executed and
delivered by such entity, will constitute a valid and legally binding obligation
of such entity.

          3.2 Representations and Warranties of the Additional Investor. The
Additional Investor represents and warrants to the Company that:

               (a) The Additional Investor is duly organized, validly existing
and in good standing under its jurisdiction of organization.

               (b) All action on the part of the Additional Investor necessary
for the authorization, execution, delivery and performance of all obligations,
of the Additional Investor under this Agreement has been (or will be) taken
prior to the Closing.

This Agreement, when executed and delivered by the Additional Investor, shall
constitute a valid and legally binding obligation of the Additional Investor
enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency, the relief of debtors and, with respect to
rights to indemnity, subject to Federal and state securities laws.

               (c) To the best knowledge of the Additional Investor, all
consents, approvals, orders or authorizations of, or registrations,
qualifications, designations, declarations or filings with any Federal or state
governmental authority on the part of the Additional Investor required in
connection with the consummation of the transactions contemplated by this
Agreement shall have been obtained prior to, and be effective as of, the
Closing.

               (d) The execution, delivery and performance of this Agreement
will not result in the violation of any provisions of the Additional Investor's
presently effective governing partnership instruments or to the best of the
Additional Investor's knowledge, in any material respect, of any material
mortgage, indenture, contract, agreement, instrument, judgment or decree to
which the Additional Investor is a party, or to the best of Additional
Investor's knowledge of any provision of any Federal or state judgment, writ,
decree, order, statute, rule or governmental regulation application to the
Additional Investor.

     4. Federal and Other Securities Laws.

          4.1 Investment Representations.

               (a) This Agreement is made with the Additional Investor in
reliance upon the Additional Investor's representation to the Company, which by
its acceptance hereof the Additional Investor hereby confirms, that the shares
of the Stock to be received by it will be acquired for investment for its own
account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that it has no present intention of
selling, granting participation in, or otherwise distributing the same, but

subject nevertheless to any requirement of law that the disposition of its
property shall at all be within its control. By executing this Agreement, the
Additional Investor further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person, or to any third person with respect to any of the
shares of the Stock or the Underlying Common Stock acquired on conversion
thereof.

               (b) The Additional Investor understands that the Stock is not,
and the Underlying Common Stock at the time of issuance may not be, registered
under the 1933 Act on the ground that the sale provided for in this Agreement
and the issuance of securities hereunder is exempt from registration under the
1933 Act pursuant to Section 4(2) thereof, and that the Company's reliance on
such exemption is predicated on the Additional Investor's representations set
forth herein. The Additional Investor realizes that the basis for the exemption
may not be present if, notwithstanding such representations, the Additional
Investor has in mind merely acquiring shares of the Common Stock for a fixed or
determinable period in the future, or for a market rise or for sale if the
market does not rise. The Additional Investor hereby confirms that it has no
such intention.

               (c) The Additional Investor represents that it is experienced in
evaluating and investing in recently organized, high technology companies such
as the Company, is able to fend for itself in the transactions contemplated by
this Agreement, has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment,
and has the ability to bear the economic risks of its investment. The Additional
Investor further represents that it has had access, during the course of the
transaction and prior to its purchase of the Stock, to the same kind of
information that would be provided in a registration statement filed by the
Company under the 1933 Act and that it has had, during the course of the
transaction and prior to its purchase of its shares of the Stock, the
opportunity to ask questions of, and receive answers from, the Company and MiTek
concerning the terms and conditions of the offering and to obtain additional
information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access.

               (d) The Additional Investor understands that the Stock and the
Underlying Common Stock may not be sold, transferred or otherwise disposed of
without registration under the 1933 Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Stock (or the
Underlying Common Stock) or an available exemption from registration under the
1933 Act, the Stock (and any Underlying Common Stock) must be held indefinitely.
In particular, the Additional Investor is aware that the Stock (and any
Underlying Common Stock) may not be sold pursuant to Rule 144 promulgated under
the 1933 Act unless all of the conditions of that Rule are met. Among the
conditions for use of Rule 144 is the availability of current information to the
public about the Company. Such information is not now available and the Company
has no present plans to make such information available. The Additional Investor
represents that, in the absence of an effective registration statement covering
the Stock (or any Underlying Common Stock) it will sell, transfer or otherwise
dispose of the Stock (or any Underlying Common Stock) only in a manner
consistent with its representations set forth herein and then only in accordance
with the provisions of paragraph 4.1(e) hereof.

               (e) The Additional Investor agrees that in no event will it make
a transfer or disposition of any of the Stock or any Underlying Common Stock
(other than pursuant to an effective registration statement under the 1933 Act),
unless and until the Additional Investor shall have notified the Company of (i)
the proposed disposition and shall have furnished the Company with a statement
of the circumstances surrounding the disposition, and (ii) if requested by the
Company, at the expense of the Additional Investor or transferee, it shall have
furnished to the Company an opinion of counsel, reasonably satisfactory to the
Company, to the effect that such transfer may be made without registration under
the 1933 Act. Notwithstanding the foregoing, no formal notice or opinion of
counsel shall be required for the transfer by Additional Investor to any partner
of Additional Investor, or to a retired partner of Additional Investor who
retires after the date of this Agreement or to the estate of any such partner or
a retired partner or for the transfer by gift, will or intestate succession of
any partner to his spouse or lineal descendants or ancestors; provided, however,
in all cases that the transferee shall agree in writing to be subject to the
terms of this Agreement to the same extent as if it were the original Additional
Investor hereunder.

          4.2 Legends; Stop Transfer.

               (a) All certificates for shares of the Stock and Underlying
Common Stock shall bear the following legend:

               "These securities have not been registered under the Securities
               Act of 1933. They may not be sold, offered for sale, pledged or
               hypothecated in the absence of an effective registration
               statement as to the securities under said Act or an opinion of
               counsel satisfactory to the Company that such registration is not
               required."

               (b) The certificates for shares of the Stock and any Underlying
Common Stock shall also bear any legend required by any applicable state

securities law.

               (c) In addition, the Company shall make a notation regarding the
restrictions on transfer of the Stock in its stock books, and shares of the
Stock (and any Underlying Common Stock) shall be transferred on the books of the
Company only if transferred or sold pursuant to an effective registration
statement under the 1933 Act covering such shares or pursuant to and in
compliance with the provisions of paragraph 4.1(e) hereof.

     5. Conditions to Additional Investor's Obligations at Closing. The
obligations of the Additional Investor under paragraph 1.2 of this Agreement are
subject to the fulfillment on or before Closing of each of the following
conditions:

          5.1 Representations and Warranties True on the Closing. The
representations and warranties of the Company contained in paragraph 2 shall be
true and correct in all material respects on and as of the Closing with the same
force and effect as if they had been made at the Closing.

          5.2 Performance. The Company shall have performed and complied with
all agreements and conditions contained in this Agreement required to be
performed or complied with by it on or before the Closing.

          5.3 Qualifications. All authorizations, approvals, or permits, if any,
of any governmental authorities or regulatory bodies of the United States or of
any state that are required in connection with the lawful issuance and sale of
the Stock to this Agreement shall have been duly obtained and shall be effective
on and as of the Closing.

          5.4 Compliance Certificate. There shall have been delivered to the
Additional Investor a certificate, dated as of the Closing, signed by the
Company's President or a Vice President, in the form of Exhibit D hereto,
certifying that the conditions specified in paragraphs 5.1 through 5.3 and 5.8
have been fulfilled.

          5.5 Opinion of Counsel. The Additional Investor shall have received
from Bryan, Cave, McPheeters & McRoberts, counsel for the Company, an opinion,
dated as of the Closing, in the form of Exhibit E attached hereto.

          5.6 Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be in form and substance
satisfactory to the Additional Investor and Suelthaus & Kaplan, P.C., its
counsel, and the Additional Investor shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably
request.

          5.7 Financial Statements. The Company shall have furnished the
Additional Investor with a copy of unaudited internal financial statements, for
September 30, 1988 and for the six-month period then ended.

          5.8 Intech and Management Investment. Simultaneously with the closing
of the transaction contemplated herein, Intech shall purchase 52,632 shares of
Series A Preferred Stock and thereafter employees of the Company may purchase up
to 20,000 shares of Common Stock, all on terms and conditions acceptable to
Additional Investor.

          5.9 Access to Information. Additional Investor shall have such access
to the books and records of the Company and other information pertaining to the
business and assets of the Company necessary in connection with the transaction
contemplated herein. Additional Investor will hold all such information in
confidence and will not disclose the same except to persons participating in
this transaction, including attorneys and accountants and the Missouri State
Employees' Retirement System, except that nothing herein shall prevent
disclosure or use of any information as may be required by applicable law or
that is at the date hereof or hereafter becomes public other than by reason of a
breach of this paragraph. The parties hereto realize that the Additional
Investor may provide information and quarterly and annual reports to the
Missouri State Employees Retirement System and that such information and reports
may be available to the public under the public access statutes of the State of
Missouri.

          5.10 Amendment to Articles of Incorporation. Company shall, within
thirty (30) days after Closing, amend its Articles of Incorporation to provide
for indemnification of Company's Board of Directors for all actions (or
inaction) as a director except actions (or inactions) that were knowingly
fraudulent, deliberately dishonest, or constituted willful misconduct.

     6. Conditions to the Company's Obligations at Closing. The obligations of
the Company under paragraph 1.2 of this Agreement are subject to the fulfillment
on or before the Closing of each of the following conditions:

          6.1 Representations and Warranties True on the Closing. The
representations and warranties of the Additional Investor contained in
paragraphs 3 and 4 shall be true on and as of the Closing with the same force
and effect as if they had been made at the Closing.

          6.2 Qualifications. All authorizations, approvals or permits, if any,
of any governmental authority or regulatory body of the United States or of any

state that are required in connection with the lawful issuance and sale of the
Stock pursuant to this Agreement shall have been duly obtained and shall be
effective on and as of the Closing.

          6.3 Compliance Certificate. There shall have been delivered to the
Company a certificate, dated as of the Closing, signed on behalf of the
Additional Investor by a duly authorized person in the form of Exhibit G hereto,
certifying that the conditions specified in paragraphs 6.1 and 6.2 have been
fulfilled.

          6.4 Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be in form and substance
satisfactory to the Company and Bryan, Cave, McPheeters & McRoberts, their
counsel, and the Company shall have received all such counterpart originals or
certified or other copies of such documents as it may reasonably request.

          6.5 Minimum Investment. The Additional Investor shall purchase at the
Closing not less than 394,737 shares of Series A Preferred Stock of the Company.

     7. Registration Rights.

          7.1 Definitions. For purposes of paragraph 7:

               (a) The term "Act" means the Securities Act of 1933, as amended;

               (b) The terms "register," "registered" and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of effectiveness of such
registration statement;

               (c) The term "Registrable Securities" means (i) Common Stock
issuable or issued upon conversion of the Stock and (ii) any Common Stock of the
Company issued as a dividend or other distribution with respect to, or in
exchange or in replacement of, the stock described in paragraph 7.1(c)(i); and

               (d) The term "Holder" means the Investor, the Additional
Investor, Intech, Zinsmeyer, and any other person holding Registrable Securities
to whom these registration rights have been transferred pursuant to paragraph
7.16 of this Agreement.

          7.2 Request for Registration. Commencing eighteen months after the
Initial Closing, if the Company shall receive a written request (specifying that
it is being made pursuant to this paragraph 7.2) from the Holders of more than
fifty percent (50%) of the Registrable Securities (or securities that are
convertible into Registrable Securities) that the Company file a registration
statement under the Act, or a similar document pursuant to any other statute
then in effect corresponding to the Act, covering the registration of (i) at
least twenty percent (20%) of the Registrable Securities and (ii) Registrable
Securities the expected price to the public of which equals or exceeds
$5,000,000, then the Company shall promptly notify all other Holders of such
request and shall use its best efforts to cause all Registrable Securities that
Holders have requested be registered to be registered under the Act.

          Notwithstanding the foregoing, (a) the Company shall not be obligated
to effect a registration pursuant to this paragraph 7.2 during the period
starting with the date sixty (60) days prior to the Company's estimated date of
filing of, and ending on a date six (6) months following the effective date of,
a registration statement pertaining to an underwritten public offering of
securities for the account of the Company, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective and that the Company's estimate of the date of
filing such registration statement is made in good faith; and (b) if the Company
shall furnish to such Holders a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its shareholders for a
registration statement to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed six (6) months.

          The Company shall be obligated to effect only one registration
pursuant to this paragraph. Any request for registration under this paragraph
must be for a firmly underwritten public offering to be managed by an
underwriter or underwriters of recognized standing reasonably acceptable to the
Company, Investor and Additional Investor.

          7.3 Company Registration. If at any time the Company proposes to
register any of its Common Stock under the Act in connection with the public
offering of such securities solely for cash on a form that would also permit the
registration of the Registrable Securities, the Company shall, each such time,
promptly give each Holder written notice of such determination. Upon the written
request of any Holder given within twenty (20) days after mailing of any such
notice by the Company, the Company shall use its best efforts to cause to be
registered under the Act all of the Registrable Securities that such Holder has
requested be registered.

          If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, then the Company shall so
advise the Holders as a part of such written notice. In such event, the right of

any Holder to registration pursuant to this Section 7.3 shall be conditioned
upon such Holder's agreeing to participate in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 7.3 if the underwriter determines that the marketing
factors require a limitation of the number of shares to be underwritten, then
the underwriter may exclude some or all Registrable Securities from such
registration and underwriting in accordance with the provisions of this Section
7.3. The Company shall so advise all Holders and the other holders distributing
their securities through such underwriting, and the number of Registrable
Securities and other securities that may be included in the registration and
underwriting shall be allocated among the Holders and the other holders, in
proportion, as nearly as practicable, to the respective amounts of securities
held by each such Holder and other holder at the time of filing the registration
statement. If any Holder disapproves of the terms of any such underwriting then
he may elect to withdraw therefrom by written notice to the Company and the
underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration.

          7.4 Obligations of the Company. Whenever required under paragraphs
7.2, 7.3 or 7.11 to use its best efforts to effect the registration of any
Registrable Securities, the Company shall as expeditiously as reasonably
possible:

               (a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become and remain
effective; provided, however, that the Company shall in no event be obligated to
cause any such registration to remain effective for more than ninety (90) days,
except as otherwise required by law;

               (b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement;

               (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus in conformity with the
requirements of the Act, and such other documents as they may reasonably
request, in order to facilitate the disposition of Registrable Securities owned
by them; and

               (d) Use its best efforts to register the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of the
securities covered by the registration statement, provided that the Company
shall not be required in connection therewith or as a condition thereof to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, and further provided that (anything in the
Agreement to the contrary notwithstanding with respect to the bearing of
expenses) if any jurisdiction in which the securities shall be qualified shall
require that expenses incurred in connection with the qualification of the
securities in that jurisdiction be borne by selling shareholders, then such
expenses shall be payable by selling shareholders pro rata, to the extent
required by such jurisdiction.

          7.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to paragraph 7 that the
Holders shall furnish to the Company such information regarding them, the
Registrable Securities held by them, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be required
in connection with the action to be taken by the Company.

          7.6 Expenses of Demand Registration. All expenses incurred in
connection with a registration pursuant to paragraph 7.2 (excluding
underwriters' discounts and commissions), including without limitation all
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company; provided, however, that the Company shall not be required to pay for
any expenses of any registration proceeding begun pursuant to paragraph 7.2 if
the registration request is subsequently withdrawn other than at the request of
either the Company of the underwriter or because of market conditions, unless
the Holders agree to forfeit their right to the demand registration pursuant to
paragraph 7.2; provided further that if the Holders' request under paragraph 7.2
is made at a time not within seventy-five (75) days after the end of the
Company's fiscal year, the Holders shall bear the additional costs and fees of
the Company's auditors resulting from the Company's inability to use year-end
financial statements in the registration statement initially filed pursuant to
their request; and provided further that the Holders may withdraw a request made
within seventy-five (75) days of the end of the fiscal year if the audited
financial statements of the Company for such year and at such year-end
materially and adversely differ from the information known to the Holders at the
time of their request, in which event the Holders shall not be required to pay

any of the expenses and shall retain the right to require the Company to
register Registrable Securities pursuant to paragraph 7.2.

          7.7 Company Registration Expenses. In the case of any registration
effected pursuant to paragraph 7.3, the Holders shall bear any additional
registration and qualification fees and expenses (including underwriters'
discounts and commissions), and any additional costs and disbursements of
counsel for the Company that result from the inclusion of securities held by the
Holders in such registration, with such additional expenses of the registration
being borne by all Holders pro rata on the basis of the amount of securities so
registered; provided, however, that if any such cost or expense is attributable
solely to one selling Holder and does not constitute a normal cost or expense of
such a registration, such cost or expense shall be allocated to that selling
Holder. In addition, each selling Holder shall bear the fees and costs of its
own counsel.

          7.8 Underwriting Requirements. In connection with any offering
involving an underwriting of shares being sold by persons exercising the demand
registration right contained in paragraph 7.2, the Company shall (together with
all other holders proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters of recognized standing,
reasonably acceptable to the Company, selected for such underwriting by a
majority-in-interest of the Holders. If the representative advises the Holders
in writing that marketing factors require a limitation of the number of shares
to be underwritten, then the number of shares of Registrable Securities that may
be included in the registration and underwriting shall be allocated among all
Holders thereof in proportion, as nearly as practicable, to the respective
amount of Registrable Securities held by such Holders at the time of filing the
Registration Statement.

          If the underwriter has not limited the number of Registrable
Securities to be underwritten, then the Company and the other holders may
include securities for their own account in such registration if the underwriter
so agrees and if the number of Registrable Securities that would otherwise have
been included in such registration and underwriting will not thereby be limited
for any reason, including but not limited to the price for which the Registrable
Securities will be sold. To the extent that the underwriter wishes to limit the
number of shares to be included in the registration on behalf of the Company and
the other holders the shares of Common Stock to be registered held by the other
holders shall be excluded from such offering prior to excluding any shares held
by the Company.

          7.9 Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this paragraph 7.

          7.10 Indemnification. In the event any Registrable Securities are
included in a registration statement under paragraph 7:

               (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder requesting or joining in a registration, any
underwriter (as defined in the Act) for it and each person, if any, who controls
such Holder or underwriter within the meaning of the Act, against any losses,
claims, damages or liabilities, joint or several, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arises out of or are based on any untrue or alleged untrue statement of
any material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or are based on the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading (except where such
alleged untrue statement or omission was made in reliance upon and in conformity
with the written information furnished by a Holder expressly for use in
connection with such registration) or arise out of any violation by the Company
of any rule or regulation promulgated under the Act applicable to the Company
and relating to action or inaction required of the Company in connection with
any such registration; and will reimburse each such Holder, such underwriter or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this paragraph 7.10(a) shall not apply to amounts paid in settlement of any
such loss, damage, liability or action if such settlement is affected without
the consent of the Company (which consent shall not be unreasonably withheld)
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in connection with such registration statement, preliminary prospectus,
final prospectus or amendments or supplements thereto in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.

               (b) To the extent permitted by law, each Holder requesting or
joining in a registration will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the Act, and
each agent and any underwriter for the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities to which the Company or any

such director, officer, controlling person, agent or underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein dr necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, agent or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this paragraph
7.10(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of such Holder (which consent shall not be unreasonably withheld).

               (c) Promptly after receipt by an indemnified party under this
paragraph of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this paragraph, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties. The failure to notify
an indemnifying party promptly of the commencement of any such action, if
prejudicial to his ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
paragraph, but the omission so to notify the indemnifying party will not relieve
him of any liability that he may have to an indemnified party otherwise than
under this paragraph.

          7.11 Registrations on Form S-3.

               (a) If (i) a Holder (other than Zinsmeyer) or Holders request in
writing (specifying that it is being made pursuant to this paragraph 7.11) that
the Company file a registration statement on Form S-3 (or any successor form to
Form S-3 regardless of its designation) for a public offering of shares of the
Registrable Securities the reasonably anticipated aggregate price to the public
of which would exceed One Million Dollars ($1,000,000), and (ii) the Company is
a registrant entitled to use Form S-3 to register such shares, then the Company
shall use its best efforts to cause such shares to be registered on Form S-3 (or
any successor form to Form S-3); provided, however, that the Company shall not
be required to file more than one such registration statement in any one
calendar year.

               (b) All expenses incurred in connection with a registration
requested pursuant to paragraph 7.11(a), including without limitation, all
registration, qualification, printing and accounting fees, and fees and
disbursements of counsel for the selling Holder or Holders and counsel for the
Company, shall be borne pro rata by the Holder or Holders participating in the
registration pursuant to paragraph 7.11(a) on the basis of the amount of
securities so registered.

               (c) Holders' rights to registration under this paragraph 7.11 are
in addition to, and not in lieu of, their rights to registration under
paragraphs 7.2 and 7.3.

          7.12 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration if
the Company becomes subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") the Company agrees to use its
best efforts to:

               (a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times subsequent to ninety (90)
days after the effective date of the first registration statement covering an
underwritten public offering filed by the Company;

               (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and

               (c) furnish to any Holder so long as such Holder owns any of the
Stock or Registrable Securities forthwith upon request a written statement by
the Company that it has complied with the reporting requirements of Rule 144 and
of Act and the 1934 Act, a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC permitting the selling of any such securities without registration.

          7.13 Lockup Agreement. In consideration for the Company agreeing to
its obligations under this paragraph 7, Intech, Zinsmeyer, Investor and the

Additional Investor each agree in connection with any registration of the
Company's securities that, upon the request of the Company or underwriters
managing any underwritten offering of the Company's securities, not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any Registrable Securities (other than those in the registration)
without the prior written consent of the Company or such underwriters, as the
case may be, for a period of time not to exceed one hundred twenty (120) days,
from the effective date of such registration as the Company or the underwriters
may specify.

          7.14 Certain Limitations in Connection with Future of Registration
Rights. From and after the date of this Agreement, the Company shall not enter
into any agreement with any holder or prospective holder of any securities of
the Company providing for the granting to such holder of registration rights,
unless such agreement:

               (a) includes the equivalent of paragraph 7.13 as a term; and

               (b) includes a provision that, in the case of a public offering
involving an underwritten registered offering under paragraph 7.2, protects the
Holders if marketing factors require a limitation on the amount of securities to
be included in the underwriting in the manner in which the Company and the
Holders are protected under paragraph 7.8.

          7.15 Transfer of Registration Rights. The registration rights of the
Investor and the Additional Investor under this paragraph 7 may be transferred
to any transferee who acquires at least fifty-two thousand (52,000) shares of
the Stock or an equivalent amount of Registrable Securities issued upon
conversion thereof; provided, however, that the Company is given written notice
by the Holder at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this paragraph 7 are being assigned.

     8. Covenants of the Company, MiTek and Intech.

          8.1 Annual Financial Statements. The Company shall deliver to the
Investor and the Additional Investor, so long as either hold any of the Stock
(including, for these purposes, Common Stock into which Stock has been
converted):

               (a) Audited financial statements including a profit and loss
statement, balance sheet, and cash flow statement together with an unqualified
opinion thereon (except for items or events outside of the control of the
Company) within ninety (90) days after the close of its fiscal year or other
agreed upon reporting period. The public accountants shall be Peat, Marwick,
Main & Company or another firm, of recognized national standing, selected by the
Company and reasonably acceptable to all shareholders controlling twenty percent
(20%) or more of the preferred and/or common shares; and

               (b) As soon as available, but in any event within thirty (30)
days after commencement of each new fiscal year, the Company shall deliver to
the Investor and the Additional Investor a business plan, projected financial
statements and cash flow projections for such fiscal year as set forth in the
Company's operating plan as approved by the Company's Board of Directors, along
with a capital expenditures budget. As part of its business plan, the Company
shall submit to its Board of Directors a detailed capital expenditure budget for
the coming year, with such budget to be approved by the Board.

          8.2 Monthly and Quarterly Financial Statements. The Company shall
deliver to the Investor and to the Additional Investor so long as either holds
any of the Stock (including, for these purposes, Common Stock into which the
Stock has been converted) within twenty-five (25) days after the end of each
month and each quarter an unaudited statement of profit or loss for such month
or quarter and the current fiscal year to date and an unaudited balance sheet as
of the end of each such month or quarter, and a cash flow statement setting
forth in comparative form the figures for the corresponding periods of the
previous fiscal year and the Company's operating plan then in effect and
approved by its Board of Directors.

          8.3 Inspection. The Company shall permit a duly authorized
representative of the Investor's General Partner and a duly authorized
representative of the Additional Investor's General Partner, at their expense to
visit and inspect the Company's properties, to examine the Company's books of
account and records, and to discuss the Company's affairs, finances and accounts
with its officers and independent accountants, all at such reasonable times as
may be requested by the Investor.

          8.4 Termination of Covenants. The covenants set forth in paragraphs
8.1, 8.2, and 8.3 shall terminate and be of no further force or effect after the
date upon which a registration statement filed by the Company under the 1933 Act
in connection with a public offering of its securities underwritten on a firm
commitment basis first becomes effective.

          8.5 Key-Man Insurance. The Company shall use its best efforts to
obtain, within 30 days of Closing, term life insurance in the amount of
$2,000,000 on the life of William W. Canfield, with proceeds payable to the
Company, so long as he is president of the Company.

          8.6 Board Representation. The Company's Bylaws provide and shall

continue to provide for a Board of Directors consisting of five (5) persons,
which Board shall be required to meet at least four (4) times a year.
Immediately after the Closing the Board of Directors shall consist of: William
W. Canfield, Richard F. Ford (as designee of the Investor) Paul Cornelson (as
designee of MiTek), an individual designated by Additional Investor and a fifth
member acceptable to the other four directors. The Investor, Additional
Investor, MiTek and Intech shall execute irrevocable cross-proxies coupled with
an interest to accomplish election of a designee of each of them to the Board of
Directors so long as this Agreement is in effect. Further, Additional Investor
shall have the right to have up to two observers (in addition to a board member)
of its choosing present at each board meeting.

          8.7 Employee Stock Option Plan. Each person who purchases any of the
138,724 shares of the Company's Common Stock reserved for issuance to officers
and employees of the Company under the Company's Stock Option Plan shall execute
and deliver to the Company an Employee Stock Option Agreement and the related
vesting schedule in such form as holders of not less than eighty percent (80%)
of the Stock (including an equivalent amount of any Common Stock issued upon
conversion thereof) approve in writing.

          8.8 Proprietary Information Agreement. Unless waived in any given
instance by the Company's Board of Directors, each person employed by the
Company in a technical or management position, either as an employee or a
consultant, shall, as a condition to employment with the Company, execute a
Covenant By Employee in the form of Exhibit C attached hereto or another form
satisfactory to the Company's Board of Directors.

          8.9 Underwriting of Future Offerings. The Company agrees to negotiate
in good faith with Stifel, Nicolaus & Company, Incorporated ("Stifel") towards
providing Stifel a role in any future underwritten offerings of Common Stock of
the Company (or securities convertible into or exchangeable for Common Stock of
the Company), whether by public offering or private placement.

          8.10 Application of Net Proceeds from Sale of Stock. The Company shall
use the net proceeds from the sale of the Stock, after payment of reasonable
costs associated with such sale, for general corporate purposes authorized by
the Board of Directors.

          8.11 Reservation of Underlying Common Stock. The Company shall keep
reserved the total number of shares of its Common Stock issuable upon conversion
of the Stock at any time (which number shall be increased in accordance with
Exhibit A).

          8.12 Sale of Additional Shares. The Company shall not issue any
additional shares of Common Stock or other capital stock of the Company, or
issue warrants or options for, or otherwise agree to sell, Common Stock or other
capital stock of the Company, after Closing, to any party, without the written
consent of Investor and Additional Investor, except for those shares of other
capital stock to be sold to Additional Investor pursuant to Sections 1 and 5.8
of this Agreement and any shares sold to employees, officers, directors, and
consultants of the Company (up to 138,724 shares of Common Stock), as may be
approved by the Company's Board of Directors.

     9. Agreements Between the Company, MiTek, Intech, Investor, and Additional
Investor.

          9.1 Right of First Refusal With Respect to Primary Issuances.

               (a) The Right. If at any time prior to the expiration of the
period set forth in paragraph 9.1(f), the Company should reach an agreement with
one or more potential investors, acceptable to the Company, to issue and sell,
in a transaction not registered under the 1933 Act in reliance upon a claimed
exemption thereunder, any Equity Securities (as hereinafter defined), it shall
give each Eligible Investor (as hereinafter defined) the first right to purchase
up to that amount of Equity Securities which would maintain its percentage
ownership in the Company's Common Stock on a fully-diluted basis on the same
terms as the Company is willing to sell such Equity Securities to such potential
investors). Each Eligible Investor's pro rata share of the Equity Securities
shall be such fraction of the Equity Securities to be issued as will enable such
Eligible Investor to maintain its percentage interest in the Company's Common
Stock on a fully diluted basis prior to the proposed issuance of Equity
Securities.

               (b) Notice. Prior to any sale or issuance by the Company of any
Equity Securities, the Company shall notify each Eligible Investor in writing of
its intention to call and issue such securities, setting forth the terms under
which it proposes to make such sale. Such notice shall be signed by the
potential investors to whom the Company intends to issue and sell the Equity
Securities and shall indicate the potential investors' concurrence with the
description of the terms. Within thirty (30) days after receipt of such notice,
each Eligible Investor shall notify the Company as to the maximum amount of the
Equity securities so offered each that such Eligible Investor desires to
purchase. Each Eligible Investor shall be entitled to apportion Equity
Securities to be purchased among its partners and affiliates upon liquidation
and winding up of the Investor or the Additional Investor as a limited
partnership, provided that such Eligible Investor notifies the Company of such
allocation. If the Eligible Investors as a group do not purchase the maximum
portion of the Equity Securities to which they are entitled pursuant to this
paragraph 9.1 (the "Maximum Portion"), each such Eligible Investor who exercised

an option to purchase additional shares may, within ten (10) days after the
expiration of the thirty (30) day option, exercise an option to purchase certain
of the remaining shares in the Maximum Portion. In the case of a single Eligible
Investor, its option shall be to purchase up to all of the remaining shares in
the Maximum Portion. In the case of two or more Eligible Investors, each such
Eligible Investor's option shall be to purchase that proportion of the remaining
shares of the Maximum Portion which equals the proportion which the number of
shares owned by each such Eligible Investor bears to the total number of shares
then owned by all of the Eligible Investors exercising this secondary option.
The Eligible Investors and the Company shall purchase and sell the Equity
Securities at the same time as Equity Securities are sold to the investors
described in paragraph 9.1(a).

               (c) Failure to Notify. If, within forty (40) days after the
Company gives its aforesaid notice to the Eligible Investors, the Eligible
Investors as a group do not notify the Company that they desire to purchase the
Maximum Portion of the Equity Securities described in such notice upon the terms
and conditions set forth in such notice, then the Company may, during a period
of ninety (90) days following the end of such forty (40) day period, sell and
issue the portion of the Equity Securities which the Eligible Investors are not
entitled to purchase pursuant to Section 9.1 and such additional Equity
Securities as to which the Eligible Investors do not indicate a desire to
purchase to the investors with whom the agreement had been reached at a price
and upon terms and conditions no more favorable in any material respect to such
investors than those set forth in the notice to the Eligible Investors. In the
event that the Company has not sold all such Equity Securities to such investors
within said ninety (90) day period, the Company shall not thereafter issue or
sell any Equity Securities without first offering such Equity Securities to the
Eligible Investors in the manner provided above.

               (d) Payment. If an Eligible Investor gives the Company notice
that it desires to purchase any of the Equity Securities offered by the Company,
then payment for the Equity Securities shall be by bank cashier's or certified
check or wire transfer against delivery of the securities at the executive
offices of the Company at the time of the scheduled closing therefor. The
Company shall take all such action (except registration under the 1933 Act) as
may reasonably be required by any regulatory authority in connection with the
exercise by an Eligible Investor of the right to purchase Equity Securities as
set forth in this paragraph 9.1, provided, however, the Company shall not be
required to sell any Equity Securities if such sale would result in a violation
of applicable securities laws if the Company has taken such action as aforesaid.

               (e) Limitation. The right of first refusal in this paragraph 9.1
shall not apply to the issuance by the Company of:

                    (i) up to 138,724 shares of Common Stock (such number
subject to adjustment for changes in capitalization) reserved for issuance to
employees, officers, directors and consultants pursuant to transactions approved
by the Company's Board of Directors or sold pursuant to Section 5.8 of the
Agreement;

                    (ii) all shares of Common Stock issued upon conversion of
any shares of the Company's Series A Preferred Stock, and

                    (iii) securities issued pursuant to the acquisition of
another corporation by the Company by merger, purchase of all or substantially
all of the assets or other reorganization.

               (f) Termination. The right of first refusal contained in this
paragraph 9.1 shall terminate (i) immediately prior to the closing of the
Company's first firmly underwritten public offering registered under the 1933
Act with aggregate proceeds to the Company of at least Five Million Dollars
($5,000,000) and an offering price per share to the public equal to or greater
than two (2) times the price at which Series A Preferred Stock is first issued,
appropriately adjusted for stock dividends, stock splits, stock combinations and
the like, or (ii) upon shareholder approval of any merger or consolidation of
the Company with any other corporation in which the Company is not the surviving
entity, provided that, if such merger or consolidation is not consummated, the
right of first refusal shall be deemed restored and reinstated to full force and
effect.

               (g) Equity Securities. The term "Equity Securities" shall mean
any securities having voting rights in the election of the Company's Board of
Directors not contingent upon default, or any securities evidencing an ownership
interest in the Company, or any securities convertible into or exercisable for
any shares of the foregoing or any agreement or commitment to issue any of the
foregoing.

               (h) Eligible Investors. For purposes of this Agreement the term
"Eligible Investors" shall mean the Investor, Intech, Zinsmeyer and the
Additional Investor or transferees who have acquired Series A Preferred Stock or
Common Stock issuable upon conversion of the Series A Preferred Stock in a
transaction not involving a public offering (in which case the aggregate
purchase price paid by such transferees for purposes of paragraph 9.2(a) shall
be the original purchase price of the shares transferred paid by the Investor or
Additional Investor to the Company for such shares).

          9.2 Right of First Refusal With Respect to Shares Held by MiTek and
Intech.

               (a) The Right. If at any time either or both of MiTek or Intech
(MiTek and Intech are hereinafter referred to as the "Founders") propose to sell
shares of Common Stock or other securities of the Company convertible or
exchangeable into Common Stock (hereinafter "Common Equity Securities") to one
or more third parties, then such Founder shall first grant each Eligible
Investor the right to purchase its pro rata share (or any part thereof) of all
of the such securities (the "Offered Securities") on the same terms as the
Founder is willing to sell such Common Equity Securities to such third party or
parties. Each Eligible Investor's pro rata share of the Offered Securities shall
be a fraction of the offered Securities, of which the aggregate purchase price
of all securities acquired by the Eligible Investor from the Company which are
held by the Eligible Investor on the date of the Founder's written notification
referred to in paragraph 9.2(b) below (the "Notice Date") shall be the
numerator, and the aggregate purchase price of all securities acquired by the
Eligible Investors, as a group, from the Company, which are held by the Eligible
Investors on the Notice Date shall be the denominator. For purposes of this
subparagraph (a), the stock of the Company shall be arithmetically adjusted for
stock dividends, stock splits, recapitalizations and the like. Notwithstanding
the foregoing, the Founders shall have no obligation to sell Common Equity
Securities to the Eligible Investors unless the Eligible Investors have agreed
in the aggregate, to purchase all Common Equity Securities that the Founders
then propose to sell.

               (b) Notice. Prior to any sale by any Founder of any Common Equity
Securities, the Founder shall notify each Eligible Investor, in writing, of such
Founder's intention to sell such securities, setting forth the terms under which
he proposes to make such sale. Such notice shall be signed by the third parties
to whom the sale, assignment or transfer is proposed and shall indicate the
third parties' concurrence with the description for the sale, assignment or
transfer. Within thirty (30) days after receipt or such Notice, each Eligible
Investor shall notify the Founder as to the maximum amount of the Offered
Securities such Eligible Investor desires to purchase. Each Eligible Investor
shall be entitled to apportion Offered Securities to be purchased among its
partners and affiliates, provided that such Eligible Investor notifies the
Founder of such allocation. If the Eligible Investors as a group do not purchase
the maximum portion of the Offered Securities to which they are entitled
pursuant to this paragraph 9.2 (the "Maximum Portion"), each such Eligible
Investor who exercised an option to purchase Offered Securities may, within ten
(10) days after the expiration of the thirty (30) days option, exercise an
option to purchase certain of the remaining Offered Securities in the Maximum
Portion. In the case of a single Eligible Investor, its option shall be to
purchase up to all of the remaining shares in the Maximum Portion. In the case
of two or more Eligible Investors, each such Eligible Investor's option shall be
to purchase that proportion of the remaining shares of the Maximum Portion which
equals the proportion which the number of shares owned by each such Eligible
Investor bears to the total number of shares then owned by all of the Eligible
Investors exercising this secondary option. The Eligible Investors and the
Founder shall actually purchase and sell the Offered Securities within forty
(40) days of the date of the Founder's notice to the Eligible Investors. If an
Eligible Investor gives the Founder notice that it desires to purchase any of
the Offered Securities, then payment for the Offered Securities shall be by bank
cashier's or certified check or wire transfer, against delivery of the
securities at a place agreed upon between the parties and at the time of the
scheduled closing therefor.

               (c) Failure to Notify. If, within forty (40) days after a Founder
gives its aforesaid notice to the Eligible Investors, the Eligible Investors as
a group do not notify the Founder that they elect to purchase the Maximum
Portion of the Common Equity Securities described in such notice on the terms
set forth therein, then, subject to the immediately following paragraph 9.3,
Founder may during the ninety (90) days following the end of such forty (40) day
period, sell such Offered Securities as to which the Eligible Investors do not
indicate a desire to purchase to the third parties with whom the agreement was
reached at a price and upon terms and conditions no more favorable in any
material respect to such third parties as those set forth in the notice to the
Eligible Investors. In the event the Founder has not sold such Offered
Securities within said ninety (90) day period, the Founder shall not thereafter
sell any Common Equity Securities without first offering such securities to the
Eligible Investors in the manner provided above.

          9.3 Right of Co-Sale.

               (a) The Right. If at any time any Founder proposes to sell shares
of Common Equity Securities pursuant to a bona fide offer from a party or
parties other than the Eligible Investors, and the Eligible Investors as a group
do not exercise their right of first refusal for the Maximum Portion of Offered
Securities pursuant to the preceding paragraph 9.2, then any Eligible Investor
(a "Selling Investor") which notifies such Founder in writing within thirty (30)
days after receipt of the notification from such Founder referred to in
paragraph 9.2(b), shall have the opportunity to sell a pro rata portion of
Common Equity Securities which the Founder proposes to sell to such third party;
whereupon the Founder shall assign so much of its interest in the agreement of
sale as the Selling Investor shall be entitled to and shall request hereunder,
and the Selling Investor shall assume such part of the obligations of the
Founder under such agreement as shall relate to the sale of the securities by
the Selling Investor. For the purposes of this paragraph 9.3, the "pro rata
portion" which the Selling Investor shall be entitled to sell shall be an amount
of Common Equity Securities (assuming the conversion of all such securities to

Common Stock) equal to a fraction of the total amount of Common Equity
Securities (assuming the conversion of all such securities to Common Stock)
proposed to be sold, the numerator of which is the aggregate of all securities
acquired by a Selling Investor from the Company which are then held by the
Selling Investor and the denominator is the aggregate of all securities acquired
by the Selling Investors, as a group, from the Company which are then held by
the Selling Investors and the aggregate of all securities acquired by the
selling Founder from the Company which are then held by such, Founder. Each
Selling Investor shall notify the Founder whether it elects to sell an amount
equal to, more than or less than its pro rata share of the Common Equity
Securities so offered. Each such Selling Investor who exercised its right to
sell pursuant to this paragraph 9.3 may, within ten (10) days after the
expiration of the thirty-day period specified in this paragraph 9.3(a), exercise
the right of co-sale for up to a pro rata proportion of all those shares of
Common Equity Securities that were subject to the right of co-sale under this
paragraph 9.3, but for which the Eligible Investors did not exercise such right
of co-sale (the "Remaining Shares"). In the case of a single Selling Investor,
its right of co-sale shall be to sell up to all of the Remaining Shares. In the
case of two or more Selling Investors, each such Selling Investor's right of
co-sale shall be to sell that proportion of the Remaining Shares which equals
that proportion which the number of shares owned by each such Selling Investor
bears to the total number of shares then owned by all Selling Investors
exercising this secondary right of co-sale. Each Selling Investor shall be
entitled to apportion Common Equity Securities to be sold among its partners and
affiliates, provided that such Selling Investor notifies the Founder of such
allocation.

               (b) Failure to Notify. If within forty (40) days after the
Founder gives the aforesaid notice to the Eligible Investors, the Eligible
Investors do not notify the Founder that they desire to sell all of their pro
rata portions of the Common Equity Securities described in such notice at the
price and on the terms and conditions set forth therein, then such Founder may,
subject to paragraph 9.2, sell during the 90-day period set forth in paragraph
9.2(c) such Common Equity Securities as to which the Eligible Investors do not
indicate a desire to sell to other persons at the same price and upon the same
terms and conditions as those set forth in the notice. In the event such Founder
has not sold the Common Equity Securities within the period set forth in
paragraph 9.2(c), the Founder shall not thereafter sell any Common Equity
Securities without first notifying the Eligible Investors in the manner provided
above.

          9.4 Limitations to Rights of First Refusal and Co-Sale. Without regard
and not subject to the provisions of paragraphs 9.2 and 9.3:

               (a) Founders may sell or otherwise assign for consideration or
gift Common Equity Securities to any or all of their successors, shareholders or
affiliates, provided that each such transferee or assignee, prior to the
completion of the sale, transfer, gift or assignment, shall have executed
documents assuming the obligations of the Founder under this Agreement with
respect to the transferred securities; and

               (b) Founders may sell or transfer Common Equity Securities in a
public offering of securities of the Company registered under the 1933 Act
having gross offering proceeds of at least Five Million Dollars ($5,000,000) and
an offering price per share of at least two (2) times the price at which Series
A Preferred Stock is first issued (adjusted for stock splits, stock dividends,
reorganizations and the like from the date hereof).

          9.5 Legends. All instruments evidencing Common Equity Securities held
by Founders shall be legended, describing the obligations of Founders under this
paragraph 9.

          9.6 Termination.

               (a) The obligations of Founders under this paragraph 9 shall
terminate and be of no further force and effect upon any event described in
paragraph 9.1(f) of this Agreement.

               (b) Notwithstanding any other provision of this paragraph 9 to
the contrary, the obligations under paragraph 9.3 shall terminate as to any
Founder at such time as such Founder beneficially owns fewer than twenty percent
(20%) of the Company's outstanding Common Equity Securities. "Beneficial
ownership" shall be determined in accordance with Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended or superseded.

          9.7 Assignment. Upon written notice to the Founders, the rights
granted pursuant to this paragraph 9 may be assigned by an Eligible Investor or
its transferees upon a sale or transfer (other than a sale thereof to the
public) of the Stock or any Underlying Common Stock held by any such Eligible
Investor provided that any transferee of an Eligible Investor shall agree to
become subject to the obligations of the Eligible Investors hereunder.

     10. Indemnification. To the extent permitted by law the Company hereby
agrees to indemnify and hold harmless Intech (subject to the limitations
contained herein), MiTek, Kirk Capital Corporation, The Kirk Organization, Inc.,
the Additional Investor, Lary R. Kirchenbauer, the Investor, Gateway Associates,
L.P., and/or Richard F. Ford, and each of their officers, directors, employees,
and agents against any and all claims, liabilities, damages, costs, risks,

threats and expenses (including but not limited to all expenses and costs of
defense and investigation related thereto), of any and every nature and
description, however incurred, arising out of or related to the Letter of Intent
accepted November 29, 1988 between Missouri Venture Partners, L.P. and the
Company, this Agreement, the purchase of any shares by Additional Investor, and
any agreements or proceedings related to any of the foregoing. The foregoing
indemnification shall not apply in any respect to William W. Canfield as a
shareholder, officer, director, employee or agent of Intech, and any amounts
otherwise due Intech under this paragraph shall be reduced by a percentage equal
to William W. Canfield's ownership interest in Intech at the time the right to
indemnification arose.

     11. Miscellaneous.

          11.1 Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein. The warranties, representations and covenants set forth herein or
therein shall survive any investigation made by the Additional Investor and the
closing of the transactions contemplated hereby. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties, except as otherwise provided in this
Agreement and except that no rights shall be transferred to a purchaser of the
Stock sold pursuant to a registration statement under the 1933 Act or pursuant
to a transaction under Rule 144 thereunder. Nothing in this Agreement, express
or implied, is intended to confer upon any third party any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement. The ability of the Additional Investor and
the Investor to transfer registration rights and the rights described in
paragraph 9 is as specifically set forth in this Agreement. This Agreement
supersedes the Preferred Stock Purchase Agreement except that the warranties,
representations and covenants contained in paragraphs 2, 3, and 4 shall survive
and be binding upon the parties to that Preferred Stock Purchase Agreement.

          11.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Missouri as applied to agreements among Missouri
residents entered into and to be performed entirely within Missouri.

          11.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          11.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

          11.5 Notices. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the Company at 1850 Borman Court,
St. Louis, Missouri 63146, Attention: President, and to the Investor at 8000
Maryland Avenue, Suite 1190, St. Louis, Missouri 63105, Attention: Richard F.
Ford, and to Additional Investor at 101 South Hanley Road, Suite 1250, St.
Louis, Missouri 63105, Attention: Lary R. Kirchenbauer, or at such other address
as any party may designate by ten (10) days' advance written notice to the other
party.

          11.6 Finders' Fees. Each party represents that it neither is, nor will
be, obligated for any finders' fee or commission in connection with this
transaction. The Additional Investor agrees to indemnify and to hold harmless
the Company from any liability for any commission or compensation in the nature
of a finders' fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Additional Investor or any of its
partners, employees or representatives is responsible. The Company agrees to
indemnify and hold harmless the Additional Investor from any liability for any
commission or compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is responsible.

          11.7 Expenses. The Company shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of
this Agreement, and the Company shall be responsible for and pay the legal fees
of Additional Investor associated with this transaction up to the sum of
$10,000. Company will further reimburse Additional Investor for any and all of
its out-of-pocket costs incurred for out-of-town travel billed in accordance
with Additional Investor's standard practices, research costs incurred by third
parties unrelated to Additional Investor for research performed at the direction
of the Additional Investor, and any other out-of-pocket costs incurred by
Additional Investor in connection with the transaction after November 29, 1988
up to the sum of $2,000 at Closing. The Company will reimburse Additional
Investor for its out-of-pocket expenses after Closing associated with the
Company's business, and Additional Investor, when practicable, will endeavor to
discuss any such expenses with Company prior to the incurring of such expenses.
In addition, at Closing, Company shall pay to Kirk Capital Corporation, the
managing general partner of Additional Investor, a transaction fee equal to two
percent (2%) of the purchase price of the Series A Preferred Stock purchased by
Additional Investor. Further, Company shall pay the legal fees and expenses of
Investor associated with this transaction up to the sum of $3,000.

          11.8 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the holders of at least eighty percent (80%)
of the outstanding shares of the Stock (including, for such purposes, on a
proportional basis, any shares of Common Stock into which any shares of the
Stock have been converted that have not been sold to the public). Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each
holder of any securities purchased under this Agreement at the time outstanding
(including securities into which such securities have been converted), and each
future holder of all such securities and the Company.

          11.9 Effect of Amendment or Waiver. The Additional Investor and the
Investor acknowledge that by the operation of paragraph 11.8 hereof the holders
of eighty percent (80%) of the outstanding Series A Preferred Stock (and Common
Stock issued upon conversion thereof) will have the right and power to diminish
or eliminate all rights of such Additional Investor and the Investor under this
Agreement.

          11.10 Rights of Investor and Additional Investor. Except as otherwise
set forth herein, each holder of Series A Preferred Stock (and Common Stock
issued upon conversion thereof) shall have the absolute right to exercise or
refrain from exercising any right or rights that such holder may have by reason
of this Agreement or any Series A Preferred Stock, including without limitation
the right to consent to the waiver of any obligation of the Company under this
Agreement and to enter into an agreement with the Company for the purpose of
modifying this Agreement or any agreement effecting any such modification, and
such holder shall not incur any liability to any other holder or holders of
Series A Preferred Stock with respect to exercising or refraining from
exercising any such right or rights.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                         INTERFACE TECHNOLOGY, INC.

                                         BY
                                            ------------------------------------
                                            William W. Canfield, President

                                         MITEK INDUSTRIES, INC.

                                         BY
                                            ------------------------------------
                                            Paul F. Cornelsen, Chairman
                                            and Chief Executive Officer

                                         INTECH GROUP, INC.

                                         BY
                                            ------------------------------------
                                            William W. Canfield, President

                                         GATEWAY VENTURE PARTNERS II, L.P.

                                         By: GATEWAY ASSOCIATES L.P.
                                             Its General Partner

                                             BY
                                                --------------------------------
                                                Richard F. Ford, General Partner

                                         MISSOURI VENTURE PARTNERS II, L.P.

                                         By: KIRK CAPITAL CORPORATION,
                                             Its General Partner

                                             BY
                                                --------------------------------
                                                Larry R. Kirchenbauer,
                                                President

                                         ZINSMEYER TRUSTS PARTNERSHIP

                                         BY
                                            ------------------------------------

                                            Authorized Partner 

Basic Info X:

Name: Amended and Restated Preferred Stock Purchase Agreement
Type: Stock Purchase Agreement
Date: Aug. 28, 1996
Company: TALX CORP
State: Missouri

Other info:

Date:

  • December , 1988
  • December 15 , 1988
  • December 23 , 1987
  • December 23 , 1988
  • January 15 , 1988
  • October 9 , 1984
  • December 31 , 1987
  • December 31 , 1983
  • March 31 , 1985
  • September 1 , 1986
  • September 30 , 1989
  • March 31 , 1987
  • March 31 , 1988
  • September 30 , 1988
  • thirty 30
  • November 29 , 1988

Organization:

  • Interface Technology Inc.
  • Intech Group , Inc.
  • Gateway Venture Partners II
  • Restated Preferred Stock Purchase Agreement
  • Secretary of State of the State of Missouri the Certificate of Amended Preferred Stock Designation
  • Seven Hundred Fifty Thousand Dollars
  • Closing the Company
  • Validity of Stock
  • MiTek Industries , Inc.
  • Ernst & Whinney
  • Marwick Main & Company
  • Availability of Certain Information After Closing
  • Other Securities Laws
  • Stock and Underlying Common Stock
  • Suelthaus & Kaplan
  • Intech and Management Investment
  • Missouri State Employees Retirement System
  • McPheeters & McRoberts
  • Future of Registration Rights
  • Transfer of Registration Rights
  • Annual Financial Statements
  • Quarterly Financial Statements
  • Company an Employee Stock Option Agreement
  • Proprietary Information Agreement
  • Stifel , Nicolaus & Company
  • Sale of Stock
  • Reservation of Underlying Common Stock
  • First Refusal With Respect to Primary Issuances
  • Company 's Common Stock
  • Company 's Board of Directors
  • First Refusal With Respect to Shares Held
  • Maximum Portion of Offered Securities
  • Rights of First Refusal
  • Common Equity Securities
  • Securities and Exchange Commission
  • Kirk Organization , Inc.
  • Letter of Intent
  • Missouri Venture Partners
  • United States Post Office
  • Kirk Capital Corporation
  • GATEWAY ASSOCIATES L.P.

Location:

  • Florida
  • Delaware
  • Bryan
  • P.C.
  • United States
  • State of Missouri
  • Maryland Avenue
  • South Hanley Road
  • St. Louis
  • L.P.

Money:

  • $ 750,000
  • $ .0625
  • $ 25,000
  • $ 50,000
  • $ 90,000
  • $ 96,000
  • $ 1,000,000
  • $ 2,000,000
  • Five Million Dollars
  • $ 5,000,000
  • $ 10,000
  • $ 3,000

Person:

  • Bryan
  • Paul Cornelson
  • Zinsmeyer
  • Lary R. Kirchenbauer
  • Paul F. Cornelsen
  • William W. Canfield
  • Richard F. Ford
  • Larry R. Kirchenbauer

Percent:

  • fifty percent
  • 50 %
  • eighty percent 80 %
  • twenty percent
  • 20 %
  • two percent
  • 2 %