_____________, 2000
PVAXX Corporation
12730 New Brittany Blvd.
Ft. Myers, FL 33907
Attn: Bryan Wade
Re: Investment Representation Letter - Plan of Share Exchange between
PVAXX CORPORATION and OAK BROOK CAPITAL IV, INC
Gentlemen:
In connection with the exchange of all of the outstanding capital stock of
PVAXX Corporation, a Florida corporation (the "Company"), of which I am a
stockholder, with OAK BROOK CAPITOL IV, INC., a Colorado corporation ("Oak
Brook"), pursuant to a Share Exchange of the Company's common stock converting
into the right to receive a certain number of shares of Oak Brook's common
stock, no par value per share ("Common Stock") including shares of Common
Stock issuable pursuant to the Plan of Share Exchange by and between Oak
Brook, and the Company, as outlined in the Plan of Share Exchange, each of
the undersigned hereby makes the following certifications and representations
with respect to the Common Stock that is being exchanged by the undersigned
pursuant to the Plan of Share Exchange (the "Shares").
The undersigned is either an "accredited investor," as that term is defined in
Regulation D of the Securities Act of 1933, as amended (the "Securities Act")
or prior to the acquisition of Common Stock, (i) has been given an opportunity
by Oak Brook to ask questions and receive answers concerning the terms and
conditions of the offering and to obtain any additional information from
Oak Brook that is necessary to make an informed decision regarding the
offering, and (ii) has been advised by Oak Brook of the limitations on resale.
By answering the questions listed below, the undersigned further represents
that the undersigned has the educational background and the business and
financial knowledge and experience necessary to evaluate the prospective
investment in Oak Brook:
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PVAXX Corporation
August __, 2000
_____________________
1. Please describe your educational background, indicating degrees
obtained.
2. (a)Please state your present occupation, employer, primary business
address, and business phone number.
(b)Please describe your occupational history briefly. Specific employers
need not be identified. What is sought is a description of your
experience in financial and business matters.
3. Please indicate your prior experience in investing in new, speculative,
companies.
4. Please indicate any other relevant investment experience.
5. Please describe any pre-existing personal or business relationship
between you and Oak Brook, or any of its officers or directors.
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PVAXX Corporation
October __, 2000
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6. If you have a background or experience in the business conducted by Oak
Brook, please describe.
The undersigned represents and warrants that the undersigned is acquiring the
Shares solely for the undersigned's account for investment and not with a view
to or for sale or distribution of the Shares or any part thereof. The
undersigned also represents that the entire legal and beneficial interests of
the Shares the undersigned is acquiring is being acquired for, and will be
held for, the undersigned's account only.
The undersigned understands that the Shares have not been registered under the
Securities Act on the basis that no distribution or public offering of the
Shares is to be effected. The undersigned realizes that the basis for the
exemption may not be present if, notwithstanding the undersigned's
representations, the undersigned has in mind merely acquiring the Shares for a
fixed or determinable period in the future, or for a market rise, or for sale
if the market does not rise. The undersigned has no such intention.
The undersigned recognizes that the Shares being acquired by the undersigned
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. The
undersigned is aware that the Shares may not be sold pursuant to Rule 144
adopted under the Securities Act ("Rule 144") unless certain conditions are
met including, among other things, (1) the availability of certain current
public information about the Purchaser, (2) the passage of required holding
periods under Rule 144 and (3) compliance with limitations on the volume of
shares which may be sold during any three-month period. The undersigned
acknowledges that the certificates representing the Shares will be legended to
reflect these restrictions.
The undersigned further agrees not to make any disposition of all or any part
of the Shares being acquired in any event unless and until:
1.The Shares are transferred pursuant to Rule 144; or
2.Oak Brook shall have received a letter secured by the undersigned from the
Securities and Exchange Commission stating that no action will be recommended
to the Commission with respect to the proposed disposition; or
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PVAXX Corporation
October __, 2000
_________________________
3.There is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with said registration statement; or
4.(i) The undersigned shall have notified Oak Brook of the proposed
disposition and shall have furnished Oak Brook with a detailed statement of
the circumstances surrounding the proposed disposition and (ii) the
undersigned shall have furnished Oak Brook with an opinion of counsel for the
undersigned to the effect that such disposition will not require registration
of such Shares under the Securities Act.
Signature
_________________________________
Print Name
__________________________________
