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Exhibit 99.4
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IRREVOCABLE UNIT SUBSCRIPTION
October 19TH, 2000
To the Board of Directors of IMATEC LTD.
The undersigned hereby subscribes for two and one quarter
(2.25) units (the "Units"), each Unit consisting of $50,000 principal amount of
Series A Senior Notes due January 1, 2002 and 50,000 shares of common stock, par
value $.0001 per share, of IMATEC LTD., a Delaware corporation, and agrees to
pay therefor a total consideration of US$112,500 in cash. This subscription
agreement is irrevocable and shall be governed by, and interpreted in accordance
with, the laws of the State of New York, without giving effect to principles of
conflicts of laws.
The undersigned hereby agrees, represents, and warrants that:
(1) It is acquiring the Units for its own account (and not for the
account of others) for investment and not with a view to the
distribution or resale thereof;
(2) By virtue of its position, it has access to the same kind of
information which would be available in a registration
statement filed under the Securities Act of 1933, as amended
(the "Securities Act");
(3) It is a sophisticated investor and an accredited investor as
defined in Rule 501 under the Securities Act;
(4) It understands that it may not sell or otherwise dispose of
such securities in the absence of either an effective
registration statement under the Securities Act or an
exemption from the registration provisions of the Securities
Act, and
(5) The certificates representing such shares may contain a legend
to the effect of (4) above.
Very truly yours,
/s/ Renee Bleeman Bernbaum
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Renee Bleeman Bernbaum
Accepted as of the date set forth above:
IMATEC LTD.
By: /s/ Hanoch Shalit
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Title: Chairman of the Board of
Directors, President, and Chief
Executive Officer
