Exhibit A
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STOCK OPTION EXERCISE AGREEMENT
Biosynergy, Inc.
1940 East Devon Ave.
Elk Grove Village, IL 60007
Gentlemen:
Pursuant to the Stock Option Agreement dated November 12, 2004
between Biosynergy, Inc. (the "Company") and Fred K. Suzuki (the
"Investor" or "undersigned"), the Investor hereby exercises its
option to purchase 720,000 shares of the Company's no par value
common stock ("Shares") at an option price of $.025 per share.
In connection with the issuance to the undersigned of 720,000
Shares, the undersigned hereby represent(s), understand(s) and
acknowledge(s) that: The Shares are not registered under the
Securities Act of 1933, as amended ("1933 Act"), and that the sale
to the undersigned is to be a private sale of shares exempt under
the applicable sections of the 1933 Act and/or applicable rules
and regulations promulgated thereunder; the undersigned is
acquiring such securities for investment for its own account, with
no present intention of dividing participation with others or
selling or otherwise distributing same; the Shares may be
"Restricted Securities" as the term is defined in Rule 144 as
promulgated under the 1933 Act; if the Shares are restricted
securities they must be held indefinitely, unless they are
registered under the 1933 Act or an exception from such
registration is available; the Shares will contain substantially
the following legend; "The securities represented by this
certificate may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement
under the Securities Act of 1933 ("the Act"), or pursuant to an
exception from registration under the Act, the availability of
which is to be established to the satisfaction of the issuer. The
presentation of this stock certificate to the transfer agent after
___(two years after purchase) shall be deemed a representation by
the record holder that he/she has been the beneficial owner of the
securities for at least two years and has not entered into any
short sale, put or other option transaction which would toll the
holding period under Rule 144(d) and therefore is free to sell the
securities under Rule 144(k), provided however, that the record
holder is not an affiliate of the Company, which is to be
established to the satisfaction of the issuer"; the above legend
on the certificate will limit is value, including its value as
collateral; the Company will instruct its transfer agent of (or if
none, the designate on the Company's records) such restrictions of
the transfer of the Shares; the undersigned is aware that only the
Company can file a Registration Statement or a Form 1-A
notification under regulation A under the 1933 Act and that the
Company has no obligation to do so or to take steps necessary to
make Rule 144 available to the undersigned; the undersigned is
knowledgeable and experienced in venture capital investments in
general and, in particular, in venture capital investments similar
in nature to a purchase of the Shares of the Company; the
undersigned has such knowledge and experience in financial and
business matters and is capable of evaluating the merits and
financial and business matters and is capable of evaluating the
merits and risks of an investment in the Company; the undersigned
has relied upon the advice of counsel, accountants or other
consultants as deemed necessary with regard to the tax aspects,
risks and other operations involved in the purchase of the Shares;
the undersigned has made, or caused to be made, such investigation
of the Company, its management, its financial condition and its
operations considered necessary and appropriate to enable it to
make an informed decision regarding the purchase of the Shares;
the undersigned has been presented with an opportunity to ask
questions and receive answers from directors and officers of the
Company relating to the business and operations of the Company and
to obtain any additional information necessary to verify the
accuracy of the information made available to them; he has been
given the Company's latest Form 10KSB and/or Form 10QSB; the
undersigned is therefore satisfied as to the present status and
condition of such matters; the undersigned has been presented with
and understood the Company's business plan, including, among other
things, the nature and business of the Company and its method of
operation, financial reports, management and risk factors
associate with the Company's business; the undersigned can bare
the economic loss of any investment with regard to the Shares and
can afford to hold the Shares for an indefinite period of time;
the undersigned has sufficient liquid assets to make this
investment and provide for his needs; the undersigned is aware
that the Shares constitute a speculative investment which involves
a high degree of risk of loss of any investment, and there can be
no guarantee of the amount of the funds available for distribution
on liquidation or for any other type of consideration flowing to
the undersigned from the Company as a result of owning the Shares,
including dividends; the undersigned understands that there is no
guarantee of any dividends ever being paid, and that the payment
of dividends is within the discretion of the Board of Directors of
the Company the undersigned understands that no promises have been
made concerning the subject of the transfer of Shares by the
Company; and the acknowledges that it understands the meaning and
legal consequences of the representations and warranties contained
in this letter agreement, that the Company and its directors,
officers and agents are relying on the accuracy of the
representations not be permitted to purchase any of the Shares
offered hereby if any representation or warranty were know to be
false. Accordingly, the undersigned hereby agrees to indemnify
and hold harmless the Company and each of their directors,
officers and agents from and against any and all loss, damage or
liability, including attorney's fees due to or arising out of a
breach of any representation or warranty of the undersigned
contained in this Agreement.
With such full understandings and acknowledgements, the
undersigned does hereby affirm the purchase of 720,000 Shares, and
delivers the purchase price of $18,000 in the form of advances to
the company, with this Agreement. The undersigned does further
acknowledge the understanding of the terms and conditions of this
Agreement, and agrees to be bound thereby.
Sincerely,
/s/ Fred K. Suzuki /s/Beverly R. Suzuki
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Signature Signature (Co-owner, if any)
Fred K. Suzuki Beverly R. Suzuki
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Print Name Print Name
710 South Kennicott Avenue 710 South Kennicott Avenue
Arlington Heights, IL 60005 Arlington Heights, IL 60005
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Address Address (Residence)
###-##-#### ###-##-####
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Social Security Number Social Security Number
847-398-2452 847-398-2452
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Telephone Telephone (Residence)
ACCEPTED THIS 11TH DAY OF NOVEMBER, 2006.
BIOSYNERGY, INC. ATTEST:
By: /s/Fred K. Suzuki /s/ Lauane C. Addis
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Fred K. Suzuki, President Lauane C. Addis, Secretary