Common use of Closing Dates Clause in Contracts

Closing Dates. It is anticipated that purchases and sales of the Shares hereunder shall be consummated at one or two closings (collectively, the "CLOSINGS" or individually, a "CLOSING"). Each Closing will be held at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or at such other time and place upon which the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closing.

Closing Dates. a. The purchases and sales of Debentures will occur at one or more Closings under this Agreement, the first of which will occur after Buyers have deposited not less than $100,000 of the Purchase Price in the Escrow for the transactions contemplated under this Agreement, on a Closing Date determined by the Placement Agent and the Company. Subsequent Closing(s) under this Agreement will occur after Buyers who will purchase the balance or a portion thereof of the Debentures to be purchased and sold under this Agreement have deposited the amount of their Purchase Prices in the Escrow, with the Closing Date(s) from time to time. The final Closing shall occur after the Buyers who will purchase the balance of the Debentures to be purchased and sold under this Agreement (which may be in any amount up to $700,000, in the aggregate) have deposited the full amount of their Purchase Prices in the Escrow, with the Closing Date of such final Closing (the “Final Closing Date”) to occur on the date determined by the Placement Agent or the Company; provided, that should no additional amounts be deposited into the Escrow, the Final Closing Date shall be a date determined by the Placement Agent, acting in its sole discretion. If any of the conditions precedent to Closing set forth in Sections 7 or 8 are not satisfied and are not waived within thirty (30) days by the party which benefits from such conditions (i.e., the Company, in the case of those conditions set forth in Section 7 and the Buyer(s), in the case of those conditions set forth in Section 8), then the Offering shall terminate, and the Company shall provide written notice of termination to the escrow agent administering the Escrow so stating and instructing the escrow agent to return to the Buyer(s) the amounts held in the Escrow furnished by the Buyer(s), provided, that if the Company does not promptly so furnish such notice and instructions, then the Placement Agent may, in the Company’s stead, provide such notice and instructions, which shall for all purposes be construed as if the same was provided by the Company. b. In the case of each Closing, the Closing Date shall occur after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. It is anticipated that purchases the initial Closing will occur as soon as reasonably practical after the minimum investment in the Offering has been deposited into the Escrow. Following the initial Closing, assuming additional funds representing the Purchase Price of Debentures sought to be acquired are furnished by Buyers into the Escrow, absent a contrary agreement by the Placement Agent and sales the Company, subsequent Closing(s) will occur on or about the second-to-last last business day of each month while the Offering is being made, prior to the final Closing. c. In the case of each Closing, the Closing of the Shares hereunder purchase and issuance of Debentures shall be consummated at one or two closings (collectively, occur on the "CLOSINGS" or individually, a "CLOSING"). Each respective Closing will be held Date at the offices of Wils▇▇ the Placement Agent’s counsel, ▇▇▇▇▇▇▇▇ & Worcester LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time)▇▇▇▇, and shall take place no later than 3:00 P.M., New York time, on such day or at such other time and place as is mutually agreed upon which by the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second ClosingBuyers.

Closing Dates. It A. The Closing Date shall occur on the date which is anticipated that purchases and sales the first Trading Day after each of the Shares hereunder conditions contemplated by Sections 7 and 8 hereof shall be consummated at one have either been satisfied or two closings (collectively, been waived by the "CLOSINGS" or individually, a "CLOSING")party in whose favor such conditions run. Each The closing of the purchase and issuance of the Purchased Securities shall occur on the Closing will be held Date at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇the Escrow Agent. (i) If the Closing Date does not occur by the close of business on January 31, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇2005, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or then at such other any time after that date and place upon prior to the date on which the Company and Closing Date occurs, the Purchasers consummating purchases at such Closing shall agree. The first such Closing Lender may, by written notice to the Escrow Agent (the a "FIRST CLOSINGCancellation Notice") shall take place on May 29with a copy to the Company, 1998 or such other date upon which request the Company and return by the Purchasers participating in Escrow Agent to the First Closing shall agree (the date and time Lender of the First Purchase Price. Upon the Escrow Agent's receipt of such Cancellation Notice, if the Closing is hereinafter referred Date has not occurred prior to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing 5 PM (the "SECOND CLOSING"Eastern Time) which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at Trading Day following such receipt by the First Closing. The Schedule of Purchasers Escrow Agent, the Lender shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold have no further obligations under this Agreement, such aggregate number not including, without limitation, the obligation to exceed 7,241,073. Such increased number pay any part of Shares the Purchase Price, and the Escrow Agent shall be authorized in an amendment return the Lender's Escrow Funds to the Series C Certificate which has been duly adopted by Lender and the Board of Directors and approved by Certificates issued to the required vote Lender being held as part of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment Escrow Property to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, Company. (ii) If the aggregate number Escrow Agent receives a Cancellation Notice from a Lender, but the Closing Date occurs prior to 5 PM (Eastern Time) of shares Trading Day following the Escrow Agent's receipt of Series C Preferred such Cancellation Notice, the Cancellation Notice shall be deemed null and void ab initio. Notwithstanding anything to the contrary contained herein, the Escrow Agent will be authorized for issuance does not exceed 7,241,073 to release the Escrow Funds to the Company and (iii) only current holders to others and to release the other Escrow Property on the Closing Date upon satisfaction of Series A Preferred Stock the conditions set forth in Sections 7 and Series B Preferred Stock purchase shares at 8 hereof and as provided in the Second ClosingJoint Escrow Instructions.

Closing Dates. It is anticipated that purchases Each Tranche A Closing and sales of the Shares hereunder each Tranche B Closing shall be consummated at one or two closings (collectively, the "CLOSINGS" or individually, a "CLOSING"). Each Closing will be held occur at the offices of WilsYorkville Advisors Global, LP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time)▇▇▇▇. Tranche A Closing Dates. Provided that the conditions to the Tranche A Closing set forth in Sections 6 and 7 below have been satisfied or waived, or at such other time and place upon which the Company and the Purchasers consummating purchases at such each Tranche A Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 the date and time as follows (the applicable “Tranche A Closing Date”) (or such other date upon which as is mutually agreed to by the Company and the Purchasers participating in each Buyer): (i) the First Closing shall agree (take place within 48 hours following the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closinghereof, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 Second Closing shall take place at 10:00 a.m., New York time, on the day the initial Registration Statement is filed, and (iii) only current holders the Third Closing shall take place within 48 hours of Series A Preferred Stock the day the Registration Statement is first declared effective by the SEC. Tranche B Closing Dates. Provided that the conditions to the Tranche B Closing set forth in Sections 6 and Series 7 below have been satisfied or waived, each Tranche B Preferred Stock purchase shares Closing shall take place on the date and time as follows (the applicable “Tranche B Closing Date”) (or such other date as is mutually agreed to by the Company and each Buyer): (i) the Fourth Closing shall take place at 10:00 a.m., New York time, on such Business Day selected by the Second Company in the Purchase Notice which shall be least 60 days, but not later than 90 days following the closing date in respect of the Third Closing, and (ii) the Fifth, Sixth, and Seventh Closings shall take place at 10:00 a.m., New York time, on such Business Day selected by the Company in the applicable Purchase Notice which shall be least 30 days, but not later than 60 days following the closing date in respect of the Fifth, Sixth, or Seventh Closing, as the case may be. With respect to each of the Fourth Closing, Fifth Closing, Sixth Closing, and Seventh Closing, within one day of receipt of the Company’s Purchase Notice selecting the applicable closing date, the Buyers may defer the closing date of such Tranche B Closing to a date selected by the Buyers no later than the last eligible day for such closing.

Closing Dates. It is anticipated that purchases and sales (i) On the basis of the representations and warranties hereinafter set forth, the Company will sell to the Investor, and the Investor will purchase from the Company, at the closing (the “First Closing”) on the date hereof (the “First Closing Date”), 485,973 Shares hereunder shall be consummated at the purchase price of U.S. $107.29 per share (the “Share Price”) (such Shares, the “First Closing Shares” and the aggregate purchase price paid by the Investor for such First Closing Shares, the “First Closing Purchase Price”). (ii) On the basis of the representations and warranties hereinafter set forth and subject to applicable law, the Company will sell to the Investor, and the Investor will purchase from the Company, at one or two more closings following the First Closing (collectively, the "CLOSINGS" or individuallyeach, a "CLOSING"“Subsequent Closing” and each, together with the First Closing, a “Closing”) on dates specified by the Board of Directors of the Company on at least fifteen (15) Business Days’ prior written notice to the Investor (each, a “Subsequent Closing Date” and each, together with the First Closing Date, a “Closing Date”), its pro rata portion, based on its Ownership Percentage, of the additional Shares to be issued by the Company to all investors at such Subsequent Closing, at the Share Price (the Shares issued to the Investor at Subsequent Closings are collectively referred to as the “Subsequent Closing Shares” and the aggregate purchase price paid by the Investor for such Subsequent Closing Shares at any Subsequent Closing is referred to as the “Subsequent Closing Purchase Price”); provided, that in no event will the Investor be required to purchase such number of Shares as shall cause its aggregate equity capital contribution to the Company to exceed the amount set forth as its “Equity Commitment Amount” below the Investor’s name on the signature page hereto. Subsequent Closings will be held as approved by the Board of Directors of the Company. Unless otherwise agreed by each of the holders of Shares of the Company, (a) no Closing may occur after the earlier of (1) the 5-year anniversary of the First Closing Date and (2) the occurrence of a Subordinated Notes Commitment Termination Event (as defined in the Shareholders Agreement), and the Investor shall have no obligation to fund any undrawn portion of its Investor’s Equity Commitment Amount thereafter; and (b) the aggregate capital contribution by the Investor in connection with the Subsequent Closings occurring after the 36-month anniversary of the First Closing Date but on or prior to the 5-year anniversary of the First Closing Date shall not exceed 25% of the Investor’s Equity Commitment Amount. (iii) Notwithstanding the provisions of Sections 2.1(i) and 2.1(ii) above, no Closing shall take place until the Company has obtained the relevant approvals from the BMA pursuant to the Exchange Control Act 1972 (and the regulations made thereunder) and the Insurance ▇▇▇ ▇▇▇▇ (and the regulations made thereunder) (the “BMA Approvals”), all documentation necessary to verify the Investor’s identity and source of funds in compliance with applicable anti-money laundering laws and regulations and any other consents or approvals of governmental authorities that may be required by applicable law. (iv) Each Closing will be held take place at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇ ▇▇ 10:00 a.m. (Pacific Atlantic Standard Time), on the corresponding Closing Date, or at such other time and place upon which location specified by the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical acceptable to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second ClosingInvestor.

Closing Dates. It a. The Initial Closing Date shall occur on the date which is anticipated that purchases and sales the first NYSE trading day after each of the Shares hereunder conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. (i) The Additional Closing Date shall be consummated at one the date which is seven (7) business days after the date of the Company Additional Closing Date Notice or two closings the Buyer Additional Closing Date Notice (collectivelyas those terms are defined below; each, an "Additional Closing Date Notice") . (ii) On a date which is no earlier than the fifteenth business day after the Effective Date and ending on the thirtieth business day after the Effective Date, the Company may give notice (the "CLOSINGS" Company Additional Closing Date Notice") by fax transmission or individuallyhand delivery to the Buyer, with a copy to the Escrow Agent, specifying its demand that the Buyer purchase the Additional Preferred Stock, as contemplated by Section 1(a)(ii)(y) hereof. The closing of the purchase and sale of the Additional Preferred Stock shall be subject to the provisions of this Section 6(b) and the other terms of this Agreement. (iii) It shall be a condition to the Company's right to issue a Company Closing Date Notice that, as of the Additional Closing Notice Date: (A) The Registration Statement shall have been declared effective and shall continue to be effective; (B) Each of the Transaction Agreements shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock and the Warrants to be issued on the Additional Closing Date (and the Company's issuance of the Company Additional Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date); (C) The Closing Bid Price on the trading day immediately prior to the date of the Company Additional Closing Date Notice was not less than $2.00 per share (adjusted to reflect any capital adjustments made by the Company after the Initial Closing Date); (D) (a)(i) If the average Closing Bid Price for the Common Stock for the thirty (30) trading days ending on the trading day immediately before the date the Company Additional Date Notice was given, was not less than $2.50 per share (adjusted to reflect any capital adjustments made by the Company after the Initial Closing Date), and (ii) the average daily trading volume for the thirty (30) trading days ending the trading day immediately prior to the date of the Company Additional Closing Date Notice was not less than the Volume Standard; provided, however, that if the average daily trading volume during that period is less than the Volume Standard, but at least seventy-five percent (75%) of the Volume Standard, the amount of the Additional Preferred Stock to be purchased by the Buyer shall be two-thirds of the amount contemplated by Section 1(a)(ii)(y); (i) If the average Closing Bid Price for the Common Stock for the thirty (30) trading days ending on the trading day immediately before the date the Company Additional Date Notice was given, was not less than $4.00 per share (adjusted to reflect any capital adjustments made by the Company after the Initial Closing Date), and (ii) the average daily trading volume for the thirty (30) trading days ending the trading day immediately prior to the date of the Company Additional Closing Date Notice was not less than seventy-five percent (75%) of the Volume Standard; provided, however, that if the average daily trading volume during that period is less than such amount but at least fifty percent (50%) of the Volume Standard, the amount of the Additional Preferred Stock to be purchased by the Buyer shall be two- thirds of the amount contemplated by Section 1(a)(ii)(y); (E) the Authorization Opinion shall have been issued to the Buyer; and (F) The representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects and there shall have been no material adverse effect on the business, operations or financial condition or results of operations of the Company and its subsidiaries taken as a whole, from the Initial Closing Date through and including the date the Company gives the Company Additional Closing Date Notice to the Buyer (and the Company's issuance of the Additional Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date). (iv) The Buyer by written notice to the Company can waive all or any part of the conditions referred to in Section 6(b)(iii) with respect to all or any specified portion of the Additional Preferred Stock; and (v) If the Company has not given the Company Additional Closing Date Notice, then, during the period commencing on the thirty-first business day after the Effective Date and ending on the forty-fifth business day after the Effective Date, the Buyer shall have the right to give notice (the "CLOSINGBuyer Additional Closing Date Notice"). ) by fax transmission or hand delivery to the Company, with a copy to the Escrow Agent, specifying its demand that the Company issue all or part of the Additional Preferred Stock, as contemplated by Section 1(a)(ii)(y) hereof. (vi) The closing for the Additional Preferred Stock shall be conducted upon the same terms and conditions as those applicable to the Initial Preferred Stock. c. Each closing of the purchase and issuance of Preferred Stock shall occur on the relevant Closing will be held Date at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇the Escrow Agent and shall take place no later than 3:00 P.M., ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇New York time, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), on such day or at such other time and place as is mutually agreed upon which by the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (Buyer. d. Notwithstanding anything to the "FIRST CLOSING") shall take place on May 29contrary contained herein, 1998 or such other date upon which the Escrow Agent will be authorized to release the Escrow Funds to the Company and to others and to release the Purchasers participating other Escrow Property on the relevant Closing Date upon satisfaction of the conditions set forth in Sections 7 and 8 hereof and as provided in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second ClosingJoint Escrow Instructions.

Closing Dates. It is anticipated that purchases and sales The Initial Closing Date of the Shares hereunder purchase and sale of the Contract Interests shall be consummated at one take place on or two closings before ten (collectively10) business days following the date hereof, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 4 and 5 below (or such later date as is mutually agreed to by the Company and the Buyer (the "CLOSINGS" or individually, a "CLOSINGInitial Closing Date"). Each The Initial Closing will be held shall occur on the Initial Closing Date at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. the Company (Pacific Time), or at such other time and place upon which as is mutually agreed to by the Company and the Purchasers consummating purchases Buyers). Subsequent closings shall occur on the Closing Dates as set out in Exhibit B. Buyer shall deliver the amount of stock and/or cash funds provided in such Exhibit B on the dates specified and the Company shall convey to the Buyer the portion of the Contract Interest provided for at such Closing dates as indicated on Exhibit B. A portion of the payments are obligated under this Agreement and a portion shall agreebe payable at the option of the Buyer. Further, a portion of the Purchase Price shall be paid in cash and a portion shall be paid in the Common Stock of Buyer. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred Buyer’s Common Stock to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares given hereby shall be authorized in an amendment determined by dividing the (1) dollar value of the shares to be given by (2) the average of the closing prices of Buyer’s Common Stock on each of the five (5) trading days preceding such Closing Date multiplied by 75%. In the event that the Buyer should fail to deliver any of the Common Stock or funds provided for on any date specified, the Company shall have the right, but not the obligation, to cancel this Agreement as to its obligation to assign any further Contract Interests and the Buyer shall then have the right to retain any Contract Interests paid for and assigned to it prior to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closingdefault date.

Closing Dates. a. The purchases and sales of Debentures will occur at one or more Closings under this Agreement, the first of which will occur after Buyers have deposited not less than $50,000 of the Purchase Price in the Escrow for the transactions contemplated under this Agreement, on a Closing Date determined by the Placement Agent and the Company. Subsequent Closing(s) under this Agreement will occur after Buyers who will purchase the balance or a portion thereof of the Debentures to be purchased and sold under this Agreement have deposited the amount of their Purchase Prices in the Escrow, with the Closing Date(s) from time to time. The final Closing shall occur after the Buyers who will purchase the balance of the Debentures to be purchased and sold under this Agreement (which may be in any amount up to $1,000,000, in the aggregate) have deposited the full amount of their Purchase Prices in the Escrow, with the Closing Date of such final Closing (the “Final Closing Date”) to occur on the date determined by the Placement Agent or the Company; provided, that should no additional amounts be deposited into the Escrow, the Final Closing Date shall be a date determined by the Placement Agent, acting in its sole discretion. If any of the conditions precedent to Closing set forth in Sections 7 or 8 are not satisfied and are not waived within thirty (30) days by the party which benefits from such conditions (i.e., the Company, in the case of those conditions set forth in Section 7 and the Buyer(s), in the case of those conditions set forth in Section 8), then the Offering shall terminate, and the Company shall provide written notice of termination to the escrow agent administering the Escrow so stating and instructing the escrow agent to return to the Buyer(s) the amounts held in the Escrow furnished by the Buyer(s), provided, that if the Company does not promptly so furnish such notice and instructions, then the Placement Agent may, in the Company’s stead, provide such notice and instructions, which shall for all purposes be construed as if the same was provided by the Company. b. In the case of each Closing, the Closing Date shall occur after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. It is anticipated that purchases the initial Closing will occur as soon as reasonably practical after the minimum investment in the Offering has been deposited into the Escrow. Following the initial Closing, assuming additional funds representing the Purchase Price of Debentures sought to be acquired are furnished by Buyers into the Escrow, absent a contrary agreement by the Placement Agent and sales the Company, subsequent Closing(s) will occur on or about the second-to-last last business day of each month while the Offering is being made, prior to the final Closing. c. In the case of each Closing, the Closing of the Shares hereunder purchase and issuance of Debentures shall be consummated at one or two closings (collectively, occur on the "CLOSINGS" or individually, a "CLOSING"). Each respective Closing will be held Date at the offices of Wils▇▇ ▇the Placement Agent’s counsel, Z▇▇▇▇▇▇ Group, LLP, 9▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time)▇▇▇▇, and shall take place no later than 3:00 P.M., New York time, on such day or at such other place, date or time and place as is mutually agreed upon which by the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing Buyers (acting through the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"Placement Agent). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closing.

Closing Dates. It is anticipated that purchases (a) Subject to the terms and sales provisions of this Agreement, the initial closing (the "First Closing") of the purchase and sale of Shares and Warrants hereunder shall be consummated at one or two closings (collectively, in the amounts set forth under the columns entitled "CLOSINGSFirst Closing" or individually, a "CLOSING")on the Schedule of Purchasers. Each Closing will be held at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or at such other time and place upon which the Company and Warrants are issuable to the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at connection with the First Closing. The Schedule of Purchasers shall be amended , but not in connection with the Second Closing (as defined below). The First Closing shall be by and among the Company and the Purchasers specified on the Schedule of Purchasers and shall be held on the date (the "First Closing Date") of, and immediately following, the final execution and delivery of at least one counterpart of this Agreement by the Company and the Purchasers, or such other date as shall have been agreed to add thereto information relating by the Company and the Purchasers. (b) Subject to the terms and provisions of this Agreement, an additional closing (the "Second Closing") of the purchase and sale of Shares hereunder shall be in the amounts set forth under the column entitled "Second Closing" on the Schedule of Purchasers, subject to the provisions of Sections 2.1(c). The Second Closing shall be by and to the Purchasers specified in the Schedule of Purchasers and shall be held on such date (the "Second Closing Date") as shall have been agreed to by the Company and such Purchasers after the following conditions have been met; provided, however, that the Second Closing shall occur no later than sixty (60) days after the conditions set forth below are satisfied unless the Company and the Purchasers who are to participate in the Second Closing mutually agree otherwise: (i) The First Closing shall have been completed; (ii) The directors of the Company elected by the Purchasers as holders of the Series A Preferred shall have determined that the Company has achieved milestones numbered 1, 2 and 3 on Exhibit E attached hereto and at least two of the other three milestones set forth on Exhibit E attached hereto, and written evidence of such determination shall have been provided to the Purchasers who are to participate in the Second Closing; and (iii) The Company shall have satisfactorily complied with the provisions of Section 5 hereof. The First Closing and the Second Closing are sometimes hereinafter referred to together as the "Closings" and each as a "Closing," and the First Closing Date and the Second Closing Date are sometimes hereinafter referred to together as the "Closing Dates" and each as a "Closing Date." (c) Notwithstanding the provisions of Section 2.1(b) or any other provision of this Agreement to the contrary: (i) In the event that, prior to the satisfaction of the conditions to the Second Closing set forth in Section 2.1(b), the Company closes a Subsequent Financing, then the Company may, by written notice delivered to the Purchasers within ten (10) days of the closing of such Subsequent Financing, elect to reduce the number of Shares to be purchased at the Second Closing by One Hundred Seventy-Seven Thousand Nine Hundred Thirty-Six (177,936) Shares and the amount payable by the Purchasers at the Second Closing shall thereupon be reduced by $1,000,000. In such event, the reduction in the number of Shares to be issued to the Purchasers at the Second Closing, and the reduction in the amount to be paid by each Purchaser upon the Second Closing, shall be allocated among the Purchasers participating in such the Second Closing and Section 1.1 shall be amended to increase pro rata based upon the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment and the purchase price originally allocated to such Purchaser with respect to the Series C Certificate which has been duly adopted by Second Closing, as set forth on the Board Schedule of Directors and approved by Purchasers; and (ii) In the required vote event that prior to the satisfaction of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees conditions to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs set forth in Section 2.1(b), the Board approves the consummation of a Qualified Public Offering and authorizes the officers of the Company to take actions in furtherance of such an offering, then the Company may, by written notice delivered to the Purchasers within 30 three (3) days of such approval, elect to terminate the First Company's rights and obligations and the Purchasers' rights and obligations with respect to the Second Closing, (ii) whereupon neither the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at Company nor the Purchasers shall have any further right or obligation to consummate the Second Closing.

Closing Dates. It is anticipated The obligation of the Investor hereunder to purchase that purchases and sales portion of the Shares hereunder at each Closing as set forth in Exhibit A is subject to the satisfaction, at or before the First Closing, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof, and provided further, that the conditions of set forth in Section 6(a)(iii)(B), (ix) and (x) shall be consummated at one or two closings applicable to all Closings: (collectively, i) The Investor shall have obtained certain governmental approvals in the People's Republic of China (the "CLOSINGS" PRC") to secure the funds necessary to purchase all of the Shares. (ii) Any waiting period under the HSR Act applicable to the transactions contemplated hereby, shall have expired or individuallybeen terminated. (iii) The Company shall have executed and delivered to the Investor (A) each of the Transaction Documents, and (B) stock certificates representing that portion of the Shares being purchased by the Investor at such Closing pursuant to this Agreement. (iv) The Company and the Investor shall have successfully negotiated the terms and conditions of the Additional Transaction Documents and the Company shall have executed the Additional Transaction Documents to which it is a "CLOSING"). Each Closing will be held at party and delivered the offices same to the Investor. (v) The Investor shall have received the opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇ 10:00 a.m. the Company's outside counsel, dated as of the First Closing, in form and substance mutually agreed upon the parties hereto. (Pacific Time)vi) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, or at such other time in the form of Exhibit B attached hereto, which instructions shall have been delivered to and place upon which acknowledged in writing by the Company's transfer agent. (vii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time each of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating its Subsidiaries in such Closing and Section 1.1 shall be amended to increase the aggregate number entity's jurisdiction of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted formation issued by the Board Secretary of Directors and approved by the required vote State (or comparable office) of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs jurisdiction, as of a date within 30 10 days of the First Closing. (viii) The Company shall have delivered to the Investor a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the First Closing. (ix) The Company shall have delivered to the Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the First Closing. (x) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the First Closing, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (ii) the aggregate Articles of Incorporation and (iii) the Bylaws, each as in effect at each Closing, in form and substance mutually agreed upon the parties hereto. (xi) The representations and warranties of the Company shall be true and correct as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to each Closing Date. Such Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of each Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor. (xii) The Company shall have delivered to the Investor a letter from the Company's transfer agent certifying the number of shares of Series C Preferred authorized Common Stock outstanding as of a date within five days of each Closing Date. (xiii) The Common Stock (I) shall be designated for issuance does not exceed 7,241,073 quotation or listed on the Principal Market and (iiiII) only current holders shall not have been suspended, as of Series A Preferred Stock the First Closing, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiv) All reports, including, but not limited to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which Annual Report shall contain certain restated financial statements, including without limitations those relating to the Company's fiscal years ended December 31, 2005 and Series B Preferred Stock purchase shares at 2004, that the Second ClosingCompany is obligated to file under the Shares Exchange Act of 1934, as amended, shall have been filed. The "E" modifier appended to the Company's trading symbol as quoted on the Principal Market shall have been removed. (xv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares. (xvi) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request, including, but not limited to the Company's most recent business plan.

Closing Dates. It is anticipated that purchases (i) The date and sales time of the Shares hereunder closing of the purchase and sale of the Notes and Warrants (the “Initial Closing”) shall be consummated at one 10:00 a.m., New York City time, on the first Business Day following the date of this Agreement (the “Initial Closing Date”), subject to the satisfaction (or two closings (collectively, waiver) of all of the "CLOSINGS" or individually, a "CLOSING")conditions to the Initial Closing set forth in Sections 7 and 8. Each The Initial Closing will be held shall occur at the offices of Wils▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, 1221 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or at such other time and place upon which as the Company and the Purchasers consummating purchases Buyers may collectively designate in writing. (ii) Thereafter, on any subsequent Closing Date (each, a “Subsequent Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Buyers purchasing Notes and Warrants on such Subsequent Closing Date, the Company agrees to sell, and each Buyer purchasing Notes and Warrants at such Closing shall agree. The first such subsequent Closing (each, a “Subsequent Closing”), severally and not jointly, agrees to purchase, the "FIRST CLOSING") Notes and Warrants for the respective Buyer’s Purchase Price (provided, however, that in no event shall take place on May 29the aggregate Purchase Price of all Buyers for the Subsequent Closing, 1998 or such other date upon which when added to the aggregate Purchase Price for all Buyers at all previous Closings exceed Maximum Funding Amount). At each Subsequent Closing, the Company shall amend the Schedule of Buyers (which may be amended without the consent of any Buyers) to include the Buyers purchasing Notes and Warrants at such Subsequent Closing. Notwithstanding anything herein to the Purchasers participating in contrary, each Closing Date shall occur on or before February 2, 2011 (such outside date, the First Closing shall agree “Termination Date”). (iii) If the date and time of the First Initial Closing is hereinafter referred not held on or before the Termination Date, the Company shall cause all subscription documents and funds to as the "FIRST CLOSING DATE")be returned, without interest or deduction to each prospective Buyer. The Company may hold one subsequent shall also cause any subscription documents or funds received following the final Closing, or that were not the subject of a Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical held on or prior to the terms Termination Date, to be returned, without interest or deduction, to each applicable prospective Buyer. Notwithstanding the foregoing, the Company, in its sole discretion, may elect not to sell to any Person any or all of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing Notes and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred Warrants requested to be sold under this Agreementpurchased hereunder, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 Company causes all corresponding subscription documents and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closingfunds received from such Person to be promptly returned.

Closing Dates. Consummation of the sale provided for herein (the “Closing”) shall occur on a date and time designated in writing by Purchaser provided that such date shall be no later than the later of (i) forty-five days after the Execution Date of this Agreement, or (ii) the second business day following the satisfaction or waiver of all conditions to the obligations of the parties set forth in Article 7 (other than conditions with respect to actions the parties will take at Closing), or (iii) fifteen (15) days after the earlier of (A) the Due Diligence Expiration Date, or (B) the date Purchaser waives its right to designate a Site or Supply Site as a Rejected Site (defined below) pursuant to this Agreement by delivering written notice to Seller. The Closing shall occur through the offices of the Seller’s Title Company (“Closing Escrow Agent”). Purchaser and Seller agree to conduct a pre-closing three (3) business days before the Closing Date, which pre-closing is intended to ensure that all documents and other closing items (other than amounts owed hereunder) required under this Agreement have been delivered, or will be delivered, in escrow to the Closing Escrow Agent so that Closing may occur as scheduled. The parties agree that the pre-closing and the Closing shall be held through escrow at the offices of the Closing Escrow Agent or at such other location to be determined by the parties. At the Closing, Seller shall convey or assign the Assets to Purchaser by appropriate instruments of transfer and Purchaser shall pay to Closing Escrow Agent, for the benefit of Seller, the consideration provided in Section 1.3 and shall assume the Assumed Obligations (as defined in Section 1.6(b) below) by appropriate instrument of assumption as provided in Section 1.6. The Closing for each Site and Supply Site shall be deemed effective as of 7:00 a.m. local time on the Closing Date. All risk of loss with respect to the Assets on or relating to a Site shall be borne by Seller until 7:00 a.m., local time at that Site on the Closing Date, at which time: (i) risk of loss with respect to such Assets shall be assumed by Purchaser; (ii) Seller shall deliver to Purchaser exclusive possession of such Assets; and (iii) Purchaser shall assume operating control of the Sites upon completion of the site fuel inventory taking. Seller may cancel all insurance coverage on such Assets conveyed to Purchaser effective at 12:01 a.m., local time at the applicable Site, on the day following the Closing Date. It is anticipated that purchases for a period of time after Closing, Purchaser will supply certain Sites and sales Supply Sites before the processing of the Shares hereunder shall be consummated at one or two closings (collectivelycredit card transactions for such Sites and Supply Sites is transferred from Seller to Purchaser. Accordingly, the "CLOSINGS" or individually, a "CLOSING"). Each Closing will be held at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or at such other time and place upon which the Company and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall parties agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) Seller shall continue to process such credit card transactions until the Second Closing occurs within 30 days processing of the First Closingcredit card transactions has been transferred to Purchaser, and (ii) hold all funds received by it in connection with processing such credit card transactions (in the aggregate number aggregate, the “Credit Card Funds”) in escrow for the benefit of shares Purchaser. No later than fifteen (15) days after Closing, Seller shall provide Purchaser with its reconciliation of Series C Preferred authorized the Credit Card Funds to be paid over to Purchaser, which reconciliation shall include a deduction from the Credit Card Funds in an amount equal to account receivable balances due Seller by the dealers of the Supply Sites for issuance does not exceed 7,241,073 the most recent fuel delivery made by Seller prior to Closing, provided that any such fuel delivery was made within the normal credit term for the particular Supply Site and provided further that such deduction shall be calculated on a site-by-site (iiirather than aggregate) only current holders basis. Purchaser shall then have five (5) business days after receipt of Series A Preferred Stock Seller’s reconciliation to either confirm the reconciliation or present Seller with any disputes regarding the reconciliation of the Credit Card Funds. Within five (5) business days after Purchaser confirms Seller’s reconciliation or Seller and Series B Preferred Stock purchase shares Purchaser resolve any disputes regarding the reconciliation, Seller shall wire the agreed-upon Credit Card Funds to an account designated by Purchaser. Seller agrees that at Closing, One Million and 00/100 Dollars ($1,000,000.00) of the Second ClosingPurchase Price will be placed in escrow with the Escrow Agent until such time as the agreed-upon Credit Card Funds are received by Purchaser. The provisions of the foregoing paragraph shall survive the Closing Date.

Closing Dates. It is anticipated that purchases (i) The date and sales time of the Shares hereunder initial closing (the “Initial Closing”) shall be consummated at one 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or two closings waiver) of all of the conditions to the Closing set forth in Sections 7 and 8a (collectively, or such later or earlier date as is mutually agreed to by the "CLOSINGS" or individually, a "CLOSING"Company and the Buyers) (the “Initial Closing Date”). Each The Initial Closing will be held shall occur at the offices of Wils▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. (ii) The date and time of the additional closing (the “Additional Closing”) shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the “Additional Closing Date”, each of the Initial Closing Date and the Additional Closing Date being referred to herein as a “Closing Date”). The Additional Closing shall occur at the offices of ▇▇▇▇▇ & ▇osa▇▇Lardner LLP, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 10:00 a.m. (Pacific Time)▇▇▇▇▇, or at such other time and place upon which as the Company and the Purchasers consummating purchases at such Closing shall agreeBuyers may collectively designate in writing. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time For purposes of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares each Buyer’s “Allocation Percentage” shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) with respect to each Closing Date, the Second Closing occurs within 30 days quotient of (a) the First total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate number principal amount of shares all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closingall Notes purchased pursuant to this Agreement.

Closing Dates. It is anticipated that purchases and sales Each closing of the Shares a Put of Securities hereunder shall be consummated at one or two closings (collectively, the "CLOSINGS" or individually, a "CLOSINGClosing"). Each Closing ) will be held at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ 10:00 a.m. (Pacific Time), or LLP on a date to be determined by and at such other the sole discretion of the Company; provided that no Closing may be held more than six months after the date of execution of this Agreement.. Each time and place upon which that the Company determines to hold a Closing, the Company shall give each of the Purchasers notice of the planned Closing (a "Put Notice") at least five business days prior to the date of the planned Closing. Each Put Notice will include the date of the planned Closing and the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and dollar amount of Units to be put to the Purchasers participating in at the First Closing. If the dollar amount of Units to be put at the Closing shall agree (is equal to the date and time Maximum Put Amount, then each of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in connection with obligated to purchase at that Closing the Second number of Units set forth next to that Purchaser's name of Schedule A attached hereto. If the dollar amount of Units to be put at the Closing to add thereto information relating to is less than the Maximum Put Amount, then each of the Purchasers participating in such Closing and Section 1.1 shall be amended obligated to increase purchase at that Closing a number of Units equal to the aggregate number of shares Units being put at that Closing multiplied by such Purchaser's Participation Percentage set forth next to that Purchaser's name of 6 Series C Preferred Schedule A attached hereto; provided that any fractional units shall be rounded to the nearest whole Unit, with any half Unit being rounded up to the next whole Unit. Notwithstanding the foregoing, the aggregate dollar amount of Units to be sold put to the Purchasers at any Closing shall not be less than 25% of the Maximum Put Amount, unless the Units to be put at the Closing represent all of the remaining Units available to be put under this Agreement, such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) the Second Closing occurs within 30 days of the First Closing, (ii) the aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (iii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the Second Closing.