DEMAND NOTE/COMMON STOCK WARRANT
PURCHASE AGREEMENT
THE BALANCED WOMAN, INC.
Month day, 1998
The Balanced Woman, Inc.
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Dear Sirs:
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby accepted and
acknowledged, the parties reduce to writing and ratify the
following agreement.
The undersigned investor ("Investor") hereby agrees to
purchase from The Balanced Woman, Inc. (the "Issuer"), and the
Issuer hereby agrees to sell to the Investor, that number of
Units (as that term is defined below) inscribed by the name of
the Investor, below, at a purchase price equal to $1000.00 per
Unit (the "Purchase Price"), upon the terms and conditions and
in reliance on the representations and warranties hereinafter
set forth. The undersigned is aware that the offer of Units
is governed by a minimum investment of $5000.00.
Section 1. DEFINITIONS. Terms defined in this Section shall
have the respective meanings hereinafter specified.
"Agreement" means this Purchase Agreement between the
Issuer and the undersigned Investor.
"Board" means the Board of Directors of the Issuer.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Commission" means the United States Securities and
Exchange Commission or any similar or corresponding
governmental commission, department or agency substituted
therefor.
"Common Stock" means the authorized shares of Common
Stock of the Issuer.
"Conversion Shares" means any shares of Common Stock into
which the Warrant may be exercised.
"GAAP" means generally accepted accounting principles for
financial reporting in the U.S.
"Issuer" has the meaning specified in the first paragraph
hereof.
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"1933 Act" means the Securities Act of 1933, as amended.
"Note" means one of the Issuer's 10% Demand Subordinated
Notes, due September 1, 1998, which the Investor is purchasing
as part of a Unit pursuant to this Agreement. The form of
Note is attached hereto as Exhibit A. The total principal
amount of the Investor's Note is the Purchase Price.
"Person" shall mean any individual, partnership, joint
venture, corporation, trust, judicial body, unincorporated
organization, or governmental authority, or any department,
agency, or political subdivision thereof.
"Securities Laws" means the 1933 Act and any other
applicable state securities or blue sky laws.
"Unit" means one (1)Note and one (1)Warrant certificate
representing one(1) Warrant for every $2.00 of the Investor's
Purchase Price, which shall be acquired hereunder as a tandem
unit in return for the Purchase Price. (Example: with the
purchase of a $20,000 Unit, the Investor will receive a Note
for $20,000 and a Warrant certificate to purchase 10,000
shares of Common Stock at any time up to March 1, 2003 for
$1.00). Notes may not be acquired separately from an equal
amount of Warrants.
"U.S." means the United States of America.
"Warrant" means one or more of the Balanced Living, Inc.
March 1, 2003 Common Stock Purchase Warrants, which the
Investor is purchasing pursuant to this Agreement, in the form
attached hereto as Exhibit B. Each Warrant entitles the
holder to acquire that number of shares of Common Stock at an
exercise price of $1.00 per share as will total the Purchase
Price divided by two (2). (Example: with the purchase of a
$20,000 Unit, the Investor will receive a Note for $20,000 and
a Warrant certificate to purchase 10,000 shares of Common
Stock at any time up to March 1, 2003 for $1.00).
Section 2. THE PURCHASE. Upon execution hereof, the Investor
agrees to deliver funds to you in the full amount of the
Purchase Price for the number of Units inscribed opposite
Investor's name at the end of this Agreement, against delivery
by the Issuer to the Investor of the Debenture. Funds may be
delivered to the Issuer in the form of (i) a "same day funds"
check or (ii) an electronic funds transfer.
Section 3. REPRESENTATIONS AND WARRANTIES OF INVESTOR. The
Investor hereby represents and warrants to the Issuer that:
Section 3.1. Suitability. The Investor is (a) a founder,
one of the 10 founders who originally agreed to provide
initial capitalization to the Issuer; or (b) an "accredited
investor," as such term is defined in Rule 501(a) under the
1933 Act; or (c) an experienced and sophisticated investor
with the economic ability to lose the entire Purchase Price
without negatively impacting Investor's ability to provide for
personal needs and the needs of family members, if any.
Section 3.2. Independent Investigation. The Investor,
together with representatives or alone, as chosen by the
Investor, has conducted an independent investigation and has
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relied on such independent investigation in making a decision
to purchase the Unit(s), and has a full understanding and
appreciation of the risks associated with the purchase of
Units. In connection with such investigation, the Investor
and Investor's agents, if any, (a) have been given an
opportunity to ask and, to the extent the Investor considered
necessary, have asked questions of, and have received answers
from, officers of the Issuer concerning the Units and the
Issuer; and (b) have been given or afforded access to all
documents, records, books and additional information which the
Investor has requested regarding such matters.
Section 3.3.Unregistered Securities. The Investor
recognizes that the Units, the Note(s) the Warrant(s), and the
Conversion Shares underlying the Warrant(s) have not been
registered under the 1933 Act in reliance upon the private
offering exemption provided by Section 4(2) thereof, and
Regulation D promulgated thereunder, and have not been
registered under any other Securities Laws in reliance upon
exemptions from the registration requirements thereof; and the
Investor is acquiring Units solely for the Investor's account
for investment and not with a view to, or for offer or resale
in connection with, a distribution thereof in violation of any
Securities Laws. The Investor understands that the effect of
such representation and warranty is that the Units, Note(s),
Warrant(s) and Conversion Shares must be held indefinitely
unless subsequently registered under the Securities Laws or an
exemption from such registration is available at the time for
any proposed sale or other transfer thereof. The Investor
also understands that the Issuer is under no obligation either
to file a registration statement under the 1933 Act covering
the Conversion Shares or to file a Notification under
Regulation A under the 1933 Act with respect thereto. The
Investor is familiar with, or has been advised by the
Investor's counsel regarding, (i) the applicable limitations
upon the resale of the Unit(s), Note(s), Warrant(s) and
Conversion Shares, (ii) the circumstances under which the
Investor is required to hold the Unit(s), Note(s), Warrant(s)
and any Conversion Shares, and (iii) the limitations upon the
transfer or other disposition thereof. The Investor
acknowledges that the Issuer is relying upon the truth and
accuracy of the foregoing representations and warranties in
transferring the Units to the Investor without first
registering the Units and the underlying securities under the
1933 Act, and in any subsequent transfer to the Investor of
Conversion Shares pursuant to the conversion of the Warrant(s)
or any portion thereof.
Section 3.4.Restrictive Legend and Stop Order. The Investor
agrees that a restrictive legend substantially as follows may
be placed on the certificates representing the Notes(s), the
Warrant(s) and any Conversion Shares, to wit:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE APPLICABLE
ACTS OR UNTIL THE CORPORATION HAS RECEIVED ADVICE
OF ITS COUNSEL THAT THE SECURITIES MAY BE
TRANSFERRED WITHOUT SUCH REGISTRATION."
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The Investor understands and agrees that the Issuer may
instruct any transfer agent to place a stop transfer notation
in the stock transfer records in respect of the certificates
representing the Note(s), the Warrant(s) and Conversion Shares
in the event that the Investor attempts to transfer the same,
or any part thereof, without complying with Section 3.5
hereof.
Section 3.5. Transfer Restrictions. Prior to any sale,
transfer or other disposition of any of the Note(s), the
Warrant(s), the Unit(s) or the Conversion Shares other than
pursuant to an effective registration statement under the 1933
Act, the Investor agrees to give written notice to the Issuer
of the Investor's intention to effect such transfer and to
comply in all other respects with this Section 3.5. Each such
notice shall describe the manner and circumstances of the
proposed transfer in sufficient detail to enable counsel to
render the opinions required herein, and shall be accompanied
by an opinion of counsel satisfactory to the Issuer, addressed
to the Issuer and satisfactory in form and substance to the
Issuer, stating that, in the opinion of such counsel, such
transfer will be a transaction exempt from registration under
the 1933 Act and that any consents, approvals or
authorizations of any governmental authority or securities
exchange as may be required prior to such proposed transfer
have been obtained. If in the opinion of such counsel such
transfer may be effected without registration under the 1933
Act and if all necessary consents, approvals, or
authorizations have been obtained, the Investor shall
thereupon be entitled to transfer such shares in accordance
with the terms of the notice delivered by the Investor to the
Issuer. Each certificate issued in connection with such
transfer shall bear an appropriate restrictive legend unless,
in the opinion of the respective counsel for the Investor and
the Issuer, such legend is not required in order to aid in
assuring compliance with the 1933 Act. The Investor agrees
that the Investor will not sell, transfer or otherwise dispose
of any of the Debenture or any Conversion Shares except upon
compliance with this Section 3.5.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The
Issuer represents and warrants to the Investor that:
Section 4.1. Corporate Organization and Authority. The
Issuer (a) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Colorado,
(b) has all requisite power and authority and all necessary
licenses and permits to own and operate its properties and to
carry on its business as now conducted and as presently
proposed to be conducted, and (c) has duly qualified, is
authorized to do business and is in good standing as a foreign
corporation in each jurisdiction where the character of its
properties or the nature of its activities makes such
qualification necessary and the failure to so qualify would
have a material adverse effect on the Issuer.
Section 4.2. Sale is Legal and Authorized. The issue and
sale of the Unit(s) and compliance by the Issuer with all of
the provisions of this Agreement (i) are within the corporate
powers of the Issuer, (ii) have been duly authorized by all
necessary corporate action on the part of the Issuer, and
(iii) are legal and will not conflict with, result in any
breach in any of the provisions of, constitute a default
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under, or result in the creation of any lien or encumbrance
upon any property of the Issuer under the provisions of the
Articles of Incorporation or Bylaws of the Issuer or, to the
best of the Issuer's knowledge, any law, ordinance,
governmental rule, regulation or order, agreement or other
instrument to which the Issuer is a party or by which the
properties of the Issuer may be bound.
Section 4.3. Authorization, Reservation and Issuance of
Shares. The Warrant Shares have been duly authorized and
reserved for issuance upon the exercise of the Warrant(s); and
such Common Stock, when issued in accordance with the terms of
the Issuer's Articles of Incorporation and the resolutions of
the Board, will be validly issued, fully paid, non-assessable
and free of preemptive rights.
Section 4.4. Capitalization. The authorized capital stock
of the Issuer consists of 50,000,000 shares of Common Stock,
of which 500,000 shares are issued and outstanding as of the
date hereof, and 10,000,000 shares of Preferred Stock, of
which none is outstanding. The outstanding Common Stock is
held by a limited number of shareholders and there is no
trading market for the Issuer's Common Stock. There are no
other outstanding options, warrants, rights or other
agreements of any kind for the purchase or other acquisition
from the Issuer of any of its securities or providing rights
of first refusal with respect to sales or transfers of the
Issuer's securities, except as being offered in the form of
the Units. All of the Issuer's outstanding securities have
been validly issued, and are fully paid, nonassessable and
free of preemptive rights.
Section 4.5. Liabilities. The Issuer has no material
liabilities.
Section 4.6. Financial Statements. Upon completion, the
Issuer shall deliver to each Purchaser the Issuer's
consolidated audited balance sheet as of July 31, 1998, and
audited statements of income and cash flow (the "Interim
Financial Statements"). The Financial Statements are complete
and correct in all material respects and have been prepared in
accordance with GAAP, except as disclosed therein.
Section 4.7. Agreements.
a) There are no other agreements, understandings or
proposed transactions between the Issuer and any of its
officers, directors, affiliates or any affiliate
thereof, and there are no obligations of the Issuer to
officers, directors, shareholders, or employees of the
Issuer other than (a) for payment of salary for
services rendered, (c) reimbursement for reasonable
expenses incurred on behalf of the Issuer and (d) for
other standard employee benefits made generally
available to all employees (including stock option
agreements outstanding under any stock option plan
approved by the Board of Directors of the Issuer).
b) There are no agreements, understandings,
instruments, contracts, proposed transactions,
judgments, orders, writs or decrees to which the Issuer
is a party or to its knowledge by which it is bound
which may involve (i) obligations (contingent or
otherwise) of, or payments to, the Issuer in excess of
$25,000 (other than obligations of, or payments to, the
Issuer arising from purchase or sale agreements entered
into in the ordinary course of business), or (ii) the
license of any patent, copyright, trade secret or other
proprietary right to or from the Issuer (other than
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licenses arising from the purchase of "off the shelf"
or other standard products), or (iii) provisions
restricting or affecting the development, manufacture
or distribution of the Issuer's products or services,
or (iv) indemnification by the Issuer with respect to
infringements of proprietary rights (other than
indemnification obligations arising from purchase or
sale agreements entered into in the ordinary course of
business).
c) For the purposes of subsection (b) above, all
indebtedness, liabilities, agreements, understandings,
instruments, contracts and proposed transactions
involving the same person or entity (including persons
or entities the Issuer has reason to believe are
affiliated therewith) shall be aggregated for the
purpose of meeting the individual minimum dollar
amounts of such subsections.
Section 4.8. Changes. Since the date of the most recent
Financial Statement, there has not been to the Issuer's knowledge:
a) Any change in the assets, liabilities, financial
condition or operations of the Issuer from that
reflected in the Financial Statements, other than
changes in the ordinary course of business, none of
which individually or in the aggregate has had or is
expected to have a material adverse effect on such
assets, liabilities, financial condition or operations
of the Issuer;
b) Any resignation or termination of any key officers
of the Issuer; and the Issuer, to the best of its
knowledge, does not know of the impending resignation
or termination of employment of any such officer;
c) Any material change, except in the ordinary course
of business, in the contingent obligations of the
Issuer by way of guaranty, endorsement, indemnity,
warranty or otherwise;
d) Any damage, destruction or loss, whether or not
covered by insurance, materially and adversely
affecting the properties, business or prospects or
financial condition of the Issuer;
e) Any waiver by the Issuer of a valuable right or of a
material debt owed to it;
f) Any direct or indirect loans made by the Issuer to
any shareholder, employee, officer or director of the
Issuer, other than advances made in the ordinary course
of business;
g) Any material change in any compensation arrangement
or agreement with any employee, officer, director or
stockholder;
h) Any declaration or payment of any dividend or other
distribution of the assets of the Issuer;
i) Any debt, obligation or liability incurred, assumed
or guaranteed by the Issuer, except those for
immaterial amounts and for current liabilities incurred
in the ordinary course of business;
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j) Any sale, assignment or transfer of any patents,
trademarks, copyrights, trade secrets or other
intangible assets;
k) Any change in any material agreement to which the
Issuer is a party or by which it is bound which
materially and adversely affects the business, assets,
liabilities, financial condition, operations or
prospects of the Issuer, including compensation
agreements with the Issuer's employees; or
l) Any other event or condition of any character that,
either individually or cumulatively, has materially and
adversely affected the business, assets, liabilities,
financial condition, operations or prospects of the
Issuer.
Section 4.9. Title to Properties and Assets; Liens, etc.
The Issuer has good and marketable title to its properties and
assets, including the properties and assets reflected in the
Financial Statements, and good title to its leasehold estates,
in each case subject to no mortgage, pledge, lien, lease,
encumbrance or charge, other than (i) those resulting from
taxes which have not yet become delinquent, (ii) minor liens
and encumbrances which do not materially detract from the
value of the property subject thereto or materially impair the
operations of the Issuer, and (iii) those that have otherwise
arisen in the ordinary course of business.
Section 4.10. Patents and Trademarks. Except as otherwise
disclosed to Purchaser:
a) the Issuer owns or possesses sufficient legal rights
to all patents, trademarks, service marks, trade names,
copyrights, trade secrets, information and other
proprietary rights and processes necessary for its
business as now conducted and as proposed to be
conducted, without any known infringement of the rights
of others;
b) there are no outstanding options, licenses or
agreements of any kind relating to the foregoing, nor
is the Issuer bound by or a party to any options,
licenses or agreements of any kind with respect to the
patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and
proprietary rights and processes of any other person or
entity other than such licenses or agreements arising
from the purchase of "off the shelf" or standard
products;
c) the Issuer has not received any communications
alleging that the Issuer has violated or, by conducting
its business as proposed, would violate any of the
patents, trademarks, service marks, trade names,
copyrights or trade secrets or other proprietary rights
of any other person or entity;
d) the Issuer is not aware that any of its employees is
obligated under contract (including licenses, covenants
or commitments of any nature) or other agreement, or
subject to any judgment, decree or order of any court
or administrative agency, that would interfere with
their duties to the Issuer or that would conflict with
the Issuer's business as proposed to be conducted;
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e) neither the execution nor delivery of this
Agreement, nor the carrying on of the Issuer's business
by the employees of the Issuer, nor the conduct of the
Issuer's business as proposed, will, to the Issuer's
knowledge, conflict with or result in a breach of the
terms, conditions or provisions of, or constitute a
default under, any contract, covenant or instrument
under which the Issuer or any employee is now
obligated; and
f) the Issuer does not believe it is or will be
necessary to utilize any inventions, trade secrets or
proprietary information of any of its employees made
prior to their employment by the Issuer, except for
inventions, trade secrets or proprietary information
that have been assigned to the Issuer.
Section 4.11. Litigation. There is no action, suit,
proceeding or investigation pending or to the Issuer's
knowledge currently threatened against the Issuer that
questions the validity of this Agreement or the right of the
Issuer to consummate the transactions contemplated hereby or
thereby, or which might result, either individually or in the
aggregate, in any material adverse change in the assets,
condition, affairs or prospects of the Issuer, financially or
otherwise, or any change in the current equity ownership of
the Issuer, nor is the Issuer aware that there is any basis
for the foregoing, except in each case as otherwise disclosed
to Purchaser in writing. The foregoing includes, without
limitation, actions pending or threatened (or any basis
therefor known to the Issuer) involving (i) the prior
employment of any of the Issuer's employees, their use in
connection with the Issuer's business of any information or
techniques allegedly proprietary to any of their former
employers, or their obligations under any agreements with
prior employers and (ii) any prior or current security holders
of the Issuer. The Issuer is not a party or subject to the
provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality. Except
as disclosed to the Purchaser in writing, there is no action,
suit, proceeding or investigation by the Issuer currently
pending or which the Issuer intends to initiate.
Section 4.12. Registration Rights. The Issuer is presently
not under any obligation, and has not granted any rights, to
register any of the Issuer's presently outstanding securities
or any of its securities that may hereafter be issued
Section 4.13.Compliance with Laws; Permits. To its
knowledge, the Issuer is not in violation of any applicable
statute, rule, regulation, order or restriction of any
domestic or foreign government or any instrumentality or
agency thereof in respect of the conduct of its business or
the ownership of its properties which violation would
materially and adversely affect the business, assets,
liabilities, financial condition, operations or prospects of
the Issuer. The Issuer has all franchises, permits, licenses
and any similar authority necessary for the conduct of its
business as now being conducted by it, the lack of which could
materially and adversely affect the business, properties,
prospects or financial condition of the Issuer and believes it
can obtain, without undue burden or expense, any similar
authority for the conduct of its business as planned to be
conducted.
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Section 4.14. Section 1202 of the Code.
a) The Company is a "C" corporation for federal income
tax purposes.
b) The Company is an "eligible corporation" as defined
in Section 1202(e)(4) of the Code.
c) During the one-year period beginning on the date one
year before the date hereof, the Company has not made
one or more purchases of its capital stock.
d) At all times during the period that begins on
August 10, 1993, and ends on the Closing Date, the
aggregate gross assets of the Company did not exceed
$50,000,000. For purposes of this representation
(i) the amount received by the Company from the sale of
its securities contemplated in Section 2 of this
Agreement shall be taken into account and
(ii) "aggregate gross assets" shall mean the amount of
(1) cash, (2) the aggregate fair market value of all
property contributed to the Company (or other property
with a basis determined in whole or in part for federal
income tax purposes by reference to the adjusted basis
of property so contributed) as of the date of such
contribution, and (3) the aggregate adjusted basis for
federal income tax purposes of other property held by
the Company, and (iii) the Company shall be deemed to
own its ratable share of the assets of its
subsidiaries, if any.
e) The representations and warranties set forth in this
Section 4.15, as well as those representations and
warranties set forth in Section 4.15, are made only as
of the date hereof and, such representations and
warranties notwithstanding, the Company does not
represent nor warrant that the benefits of Section 1202
of the Code shall be available to Purchaser.
Section 4.15. Cooperation and Repurchases With Respect to
Section 1202. The Company shall furnish to each Purchaser
such information, and shall make such filings with the
Internal Revenue Service as shall be required pursuant to
Section 1202(d)(1)(C) of the Code to enable such Purchaser to
obtain the benefits provided by Section 1202 of the Code in
connection with any sales of any Shares, so long as (i) the
Company's Board of Directors determines that it is in the best
interests of and not unduly burdensome to the Company to
furnish such information and make such filings and (ii) there
is a reasonable basis to believe that such shares could
qualify for such benefits. In addition, with a view to making
such benefits available to the Purchasers, the Company agrees
that it will not make any purchases of its stock within the
meaning of Section 1202(c)(3)(B) of the Code until the
expiration of one year after the Closing Date, or unless such
purchases have been consented to by a majority in interest of
the Purchasers. Any information provided to Purchasers under
this Section 4.16 shall not be disclosed by any Purchaser to
any other party except as required and solely in order for
such Purchaser to claim any benefits under Section 1202 of the
Code.
Section 4.16. Corporate Approvals. All material corporate
actions taken by the Issuer (including without limitation, the
issuance or granting of stock, debentures, options, warrants,
rights and other securities and the amending or cancellation
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of any such securities or any plans or agreements relating
thereto) have been approved by all necessary shareholder and
board of directors action required by law or the Issuer's
governing documents to authorize the same.
Section 4.17. Series of Notes. The Note(s) issued to
Investor pursuant to this Agreement will be treated as being
in the same series as, and will be entitled to substantially
the same rights and benefits as are provided to the holders of
all Notes issued by the Issuer.
Section 5. ISSUER COVENANTS: FINANCIAL STATEMENTS.
The Issuer shall deliver to the Investor so long as the
Investor holds any Notes, Annual Audited Financial Statements.
As soon as available, and in any event within 120 days after
the end of each fiscal year of the Issuer, the Issuer shall
deliver to the Investor balance sheets, income statements,
statements of shareholders' equity and statements of cash
flows of Issuer for such fiscal year showing on a consolidated
basis the financial position, results of operations and cash
flows as of the end of such fiscal year and for the 12-month
period then ended, in each case setting forth the comparable
information for the preceding fiscal year, all in reasonable
detail and accompanied by the report of an independent
certified public accountant of recognized standing chosen by
the Issuer, based on an audit using generally accepted
auditing standards, that the financial statements present
fairly, in all material respects, the consolidated financial
position, results of operations and cash flows of the Issuer
for the respective periods in conformity with GAAP.
Section 6 MISCELLANEOUS.
Section 6.1 Notices. All requests, notices and other
communications under this Agreement shall be in writing and
shall be mailed by first class mail, postage prepaid:
a) if to the Investor, at the Investor's address shown
at the end of this Agreement, marked for attention as there
indicated, or at such other address as the Investor may have
furnished the Issuer in writing;
b) if to the Issuer, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, marked for the
attention of its President, or at such other address
as it may have furnished in writing to the Investor;
or
c) if to any other person who is the registered holder of any
Shares, to the address for such purpose of such holder as it
appears in the Stock ledger of the issuer.
Any notice so addressed and mailed by registered or certified
mail shall be deemed to be given when so mailed.
Section 6.2 Survival. All representations, warranties and
covenants made herein or in any certificate or other
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instrument delivered under this Agreement shall be considered
to have been relied upon by the party to whom it was delivered
and shall survive the Note(s) and/or the exercise of the
Warrant(s) into Conversion Shares.
Section 6.3 Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and
assigns of each of the parties.
Section 6.4 Law Governing. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Utah.
Very truly yours,
NUMBER OF UNITS INVESTOR:
SUBSCRIBED FOR [print name]
ADDRESS:
SIGNATURE:
INVESTOR TAX ID NUMBER:
ACCEPTED:
THE BALANCED WOMAN, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
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