WARRANT AGREEMENT DYNECO CORPORATION, 564 International Place, Rockledge, Florida 32955, a Minnesota corporation ("Company"), and AMERICAN SECURITIES TRANSFER, INC., 1825 Lawrence Street, Suite 444, Denver, Colorado 80202, a Colorado corporation ("Warrant Agent"), hereby agree as follows: 1. PURPOSE. The Company proposes to issue: a. 926,692 Class D Warrants ("Class D Warrant"); and b. 427,911 Class E Warrants ("Class E Warrants"). c. The Class D Warrants and Class E Warrants are sometimes referred to herein collectively as the "Warrants." 2. WARRANTS. a. Each Class D Warrant will entitle the registered holder thereof ("Class D Warrant Holder") to purchase from the Company one (1) share of the Company's Common Stock at a purchase price of $2.50 per share ("Class D Exercise Price"). b. Each Class E Warrant will entitle the registered holder thereof ("Class E Warrant Holder") to purchase from the Company one (1) share of the Company's Common Stock at a purchase price of $5.00 per share ("Class E Exercise Price"). c. The Class D Warrant Holders and Class E Warrant Holders are sometimes referred to herein collectively as "Warrant Holders." Warrant Holders may exercise all or any number of Warrants resulting in the purchase of a whole number of shares of Common Stock. 3. EXERCISE PERIODS. a. The Class D Warrants may be exercised at any time during the period commencing April 10, 1996 and ending at 3:00 p.m., Denver, Colorado time on February 23, 1999 ("Class D Expiration Date") except as provided under Section 13 of this Agreement. After the Class D Expiration Date, any unexercised Class D Warrants will be void and all rights of Class D Warrant Holders shall cease. b. The Class E Warrants may be exercised at any time during the period commencing April 10, 1996 and ending 3:00 p.m., Denver, Colorado time on February 23, 2001 ("Class E Expiration Date") except as provided under Section 13 of this Agreement. After the Class E Expiration Date, any unexercised Class E Warrants will be void and all rights of Class E Warrant Holders shall cease. 4. REDEMPTION. a. Commencing April 10, 1996, on not less than thirty (30) days prior written notice, the Class D Warrants may be redeemed at anytime and from time to time, at the option of the Company, at a redemption price of $0.01 ("Redemption Price") per Class D Warrant; provided, however, the Company shall not be entitled to make any such redemption until the bid price of the Company's Common Stock has closed at or above $3.00 per share for ten (10) consecutive trading days on the NASDAQ Small Cap Market or on any other national securities exchange. b. Commencing April 10, 1996, on not less than thirty (30) days written notice, the Class E Warrants may be redeemed at any time and from time to time, at the option of the Company, at the Redemption Price; provided, however, the Company shall not be entitled to make any such redemption until the bid price of the Company's Common Stock has closed at or above $5.50 per share for ten (10) consecutive trading days on the NASDAQ Small Cap Market or on any other national securities exchange. c. In case the Company shall desire to exercise its right to so redeem the Warrants, it shall request the Warrant Agent to mail a notice of redemption to each of the registered holders of the Warrants to be redeemed, first class, postage pre-paid, not later than the thirtieth (30th) day before the date fixed for redemption, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the registered holder receives such notice. d. The notice of redemption shall specify (i) the Redemption Price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificate(s) shall be delivered and the redemption price paid, and (iv) that the right to exercise the Warrants shall terminate at 3:00 p.m. (Denver, Colorado time) on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the Warrants that have been called for redemption shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (A) to whom notice was not mailed or (B) whose notice was defective. An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. -2- e. Any right to exercise a Warrant that has been called for redemption shall terminate at 3:00 p.m. (Denver, Colorado time) on the business day immediately preceding the Redemption Date. On or after the Redemption Date, holders of the redeemed Warrants shall have no further rights except to receive, upon surrender of the redeemed Warrants, the Redemption Price. f. From and after the date specified for redemption, the Company shall, at the place specified in the notice for redemption, upon presentation and surrender to the Company by or on behalf of the registered holder thereof one or more Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such holder a sum in cash equal to the Redemption Price of each such Warrant. From and after the date fixed for redemption and upon the deposit or setting aside by the Company of a sum sufficient to redeem all of the Warrants called for redemption, such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to receive payment of the Redemption Price, shall cease. 5. NONTRANSFERABILITY. a. The Warrants (and the shares of Common Stock issuable upon the exercise thereof) have not been registered under federal or state securities laws and, therefore, cannot be transferred except (i) by consent of the Company; and (ii) in compliance with all applicable federal and state securities laws to the satisfaction of the Company. The provisions of this Section 5 shall be binding upon any transferee of a Warrant and upon each holder of shares of Common Stock issued thereunder or other securities issued by the Company upon exercise of the Warrants until such shares or other securities have been registered under an effective registration statement under the Securities Act of 1933, as amended, and all applicable state securities laws, or an exemption from such registration is established to the satisfaction of the Company. b. Prior to any proposed transfer of a Warrant (or of the Common Stock issued thereunder), the holder thereof shall give written notice to the Company stating such holder's intention to effect such transfer describing the circumstances of the proposed transfer in sufficient detail, accompanied by, if requested by the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended. Subject to evidence of compliance under any applicable state securities or "blue sky" laws, the Company shall promptly notify the holder in writing that such holder may proceed with the transfer as described, and the Company shall so instruct the Warrant Agent. All Warrant Certificates evidencing the Warrants (and share certificates issued upon the exercise of the Warrants), whether upon initial issuance or from any transfer thereof, shall bear a legend restricting transferability. -3- 6. CERTIFICATES. The Warrant Certificates shall be in registered form only and shall be substantially in the form set forth in EXHIBIT A attached to this Agreement and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement or as may be required to comply with any law or with any rule or regulation made pursuant thereto or under any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be dated the date of issuance thereof (whether upon initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen, or destroyed Warrant Certificates). Warrants shall be numbered serially with the letter W on the Warrants. Warrant Certificates shall be signed by, or shall bear the facsimile signature of, the President of the Company and the Secretary or an Assistant Secretary of the Company and shall bear a facsimile of the Company's corporate seal. If any person, whose facsimile signature has been placed upon any Warrant Certificate as the signature of an officer of the Company, shall have ceased to be such officer before such Warrant Certificate is countersigned, issued and delivered, such Warrant Certificate shall be countersigned, issued and delivered with the same effect as if such person had not ceased to be such officer. Any Warrant Certificate may be signed by, or made to bear the facsimile signature of, any person who at the actual date of the preparation of such Warrant Certificate shall be a proper officer of the Company to sign such Warrant Certificate even though such person was not such an officer upon the date of this Agreement. 7. COUNTERSIGNING. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent hereby is authorized subject to the terms of this Agreement to countersign and deliver to, or in accordance with the instructions of, any Warrant Holder any Warrant Certificate which is properly issued. 8. REGISTRATION OF TRANSFERS AND EXCHANGES. Subject to the provisions of Section 5, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificate upon records maintained by the Warrant Agent for such purpose upon surrender of such Warrant Certificate to the Warrant Agent for transfer, accompanied by appropriate instruments of transfer in form satisfactory to the Company and the Warrant Agent and duly executed by the Warrant Holder or a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued in the name of and to the transferee and the surrendered Warrant Certificate shall be cancelled. A service charge may be imposed by the Warrant Agent for any exchange or registration of transfer of Warrant Certificates. In addition, the Company may require payment by such holder of a sum sufficient to cover any tax or other governmental charge that may be imposed thereon. -4- 9. EXERCISE OF WARRANTS. a. Each Warrant may be exercised by the Warrant Holder at any time on or after the Exercise Date, and on or before the Expiration Date upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the Warrant Certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by check or bank draft payable to the order of the Company, the Exercise Price for each share of Common Stock to be purchased. b. Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the Exercise Price for the Common Stock for which Warrants are then being exercised, the Warrant Agent shall requisition from the Company or any transfer agent, as the case may be, for the shares and upon receipt shall make delivery of such certificates evidencing the total number of whole shares for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the shares shall be deemed to have become a holder of record of such shares, as of the date of the surrender of such Warrant Certificate and payment in full of the Exercise Price, whichever shall last occur. c. If less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder. d. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. e. Upon the exercise, or conversion of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement between the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once such funds have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised warrants to be issued. -5- f. Expenses incurred by American Securities Transfer, Inc. while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the holders, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised, names of registered Warrant Holders and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. 10. TAXES. The Company will pay all taxes, if any, attributable to the initial issuance of the shares of Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax which may be payable in respect to any transfer involved in any issue of Warrant Certificates or in the issue of any share certificates in the name other than that of the Warrant Holder upon the exercise of any Warrant. 11. MUTILATED OR LOST WARRANT CERTIFICATES. If any Warrant Certificate is mutilated, lost, stolen or destroyed, the Company and the Warrant Agent may, on such terms as to indemnify or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant Certificate, include the surrender thereof), and upon receipt of evidence satisfactory to the Company and the Warrant Agent of such mutilation, loss, theft or destruction, issue a substitute Warrant Certificate of like denomination and tenor as the Warrant Certificate so mutilated, lost, stolen or destroyed. Applicants for substitute Warrant Certificates shall comply with such other reasonable regulations and pay any reasonable charges as the Company or the Warrant Agent may prescribe. 12. RESERVATION OF SHARES. For the purpose of enabling the Company to satisfy its obligation to issue shares of its Common Stock upon exercise of the Warrants, the Company will at all times reserve and keep available out of its authorized shares, such number of shares as shall then be issuable upon the exercise of all outstanding Warrants, which upon issue will be fully paid and nonassessable and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than those which the Company shall pay or discharge). 13. GOVERNMENTAL RESTRICTIONS. If any shares issuable upon the exercise of Warrants require registration or approval of any governmental authority under any federal or state securities laws, the Company will endeavor to secure such registration or approval. In no event, however, shall any such shares of Common Stock be issued, and the Company shall have the authority to suspend the exercise of all Warrants, until such registration or approval shall have been obtained; provided, however, all Warrants, the exercise of which is requested during any such suspension, shall be exercisable at the Exercise Price. If any such period of suspension continues past the Expiration Date, all Warrants, the exercise of which have been requested on or prior to the Expiration Date, shall be exercisable upon the removal of such suspension until the close of business on the business day immediately following the expiration of such suspension. -6- 14. ADJUSTMENTS. If the Company shall pay a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the registered holder is entitled to purchase pursuant to this Warrant Agreement immediately prior thereto shall be adjusted so that the holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he or she would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 14 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 14 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If the Company is consolidated or merged with or into another corporation or if all or substantially all of its assets are conveyed to another corporation each Warrant shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance, by a holder of the number of shares of Common Stock of the Company which could have been purchased on the exercise of a Warrant immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holder of a Warrant to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the holder of a Warrant is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of a Warrant. Upon any adjustment of the number of shares of Common Stock or other securities the holder of a Warrant is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holders of the Warrants at the address of such holder as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof except as to the holder to whom the Company failed to mail such notice or except as to the holder whose notice was defective. -7- 15. NO FRACTIONAL WARRANTS OR SHARES. The Company shall not be required to issue fractions of Warrants upon the reissue of Warrants, any adjustments as described in Section 14 or otherwise; but the Company in lieu of issuing any such fractional interest, shall round up or down to the nearest full Warrant. If the total Warrants surrendered by exercise would result in the issuance of a fractional share, the Company shall not be required to issue a fractional share but rather the aggregate number of shares issuable will be rounded up or down to the nearest full share. 16. NO RIGHTS AS SHAREHOLDER. No Warrant Holder shall have any rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holders, as such, are limited to those rights expressly provided in this Agreement or in the Warrant Certificate. The Company and the Warrant Agent may treat the registered Warrant Holder in respect of any Warrant Certificate as the absolute owner thereof for all purposes notwithstanding any notice to the contrary. 17. WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as the agent of the Company and the Warrant Agent hereby accepts such appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of such Warrants, shall be bound: a. Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility for the correctness of any of the same except such as describes the Warrant Agent or for action taken or to be taken by the Warrant Agent. b. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. c. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. d. The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. -8- e. The Company agrees to pay to the Warrant Agent reasonable compensation for its services hereunder and to reimburse the Warrant Agent for all reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising out of the Warrant Agent's negligence or willful misconduct. f. The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 18. SUCCESSOR WARRANT AGENT. Any corporation into which the Warrant Agent or any new warrant agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent or any new warrant agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be a successor warrant agent hereunder without the execution or filing of any paper or any further act of a party or the parties hereto. In any such event or if the name of the Warrant Agent or any new warrant agent is changed, the Warrant Agent or such successor may adopt the countersignature of the original Warrant Agent and may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor warrant agent. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and the registered holders of each Warrant Certificate. 19. CHANGE OF WARRANT AGENT. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving thirty (30) days prior written notice to the Company or the Warrant Agent, as the case may be. At least fifteen (15) days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the registered holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent is received by -9- the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to be mailed to the registered holder of each Warrant Certificate. Failure to give any notice provided for in this section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. 20. NOTICES. Any notice or demand authorized by this Agreement to be given or made by the Warrant Agent or by any Warrant Holder to or on the Company shall be sufficiently given or made if sent by mail, first class, certified or registered, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Mr. Richard D. Besser Dyneco Corporation 564 International Place Rockledge, Florida 32955 with a copy to: Scott D. Smith, Esq. Powell, Goldstein, Frazer & Murphy Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Any notice or demand authorized by this Agreement to be given or made by any Warrant Holder or by the Company to or on the Warrant Agent shall be sufficiently given or made if sent by mail, first class, certified or registered, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: American Securities Transfer, Inc. 1825 Lawrence Street, #444 Denver, CO 80202 -10- Any distribution, notice or demand required or authorized by this Agreement to be given or made by the Company or the Warrant Agent to or on the Warrant Holders shall be sufficiently given or made if sent by mail, first class, certified or registered, postage prepaid, addressed to the Warrant Holders at their last known addresses as they shall appear on the registration books for the Warrant Certificates maintained by the Warrant Agent. 21. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Warrant Holders in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provision with regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable. 22. SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 23. TERMINATION. This Agreement shall terminate at the close of business on the Class E Expiration Date or such earlier date upon which all Warrants have been exercised; provided, however, that if exercise of the Warrants is suspended pursuant to Section 13 and such suspension continues past the Class E Expiration Date, this Agreement shall terminate at the close of business on the business day immediately following the expiration of such suspension. The provisions of Section 17 shall survive such termination. 24. GOVERNING LAW. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be construed in accordance with the laws of said State. 25. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give any person or corporation other than the Company, the Warrant Agent and the Warrant Holders any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Warrant Holders. -11- 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Date: January __, 1996 Dyneco Corporation, A Minnesota corporation By: --------------------------------- Richard D. Besser, Chief Executive Officer SEAL ATTEST: - ------------------------------------------ Donald Hewitt, Assistant Secretary American Securities Transfer, Inc., A Colorado Corporation By: ---------------------------------- Gregory D. Tubbs, Vice President SEAL ATTEST: - ------------------------------------------- Bruce E. Hall, Secretary -12- 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Date: January 31, 1996 Dyneco Corporation, A Minnesota corporation By: --------------------------------- Richard D. Besser, Chief Executive Officer SEAL ATTEST: - ------------------------------------------ Donald Hewitt, Assistant Secretary American Securities Transfer, Inc., A Colorado Corporation By: /s/ Gregory D. Tubbs ---------------------------------- Gregory D. Tubbs, Senior Vice President SEAL ATTEST: /s/ Bruce E. Hall - ------------------------------------------- Bruce E. Hall, Secretary -12- 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Date: January 31, 1996 Dyneco Corporation, A Minnesota corporation By: /s/ Richard D. Besser --------------------------------- Richard D. Besser, Chief Executive Officer SEAL ATTEST: /s/ Donald Hewitt - ------------------------------------------ Donald Hewitt, Assistant Secretary American Securities Transfer, Inc., A Colorado Corporation By: ---------------------------------- Gregory D. Tubbs, Vice President SEAL ATTEST: - ------------------------------------------- Bruce E. Hall, Secretary -12- Exhibit A The form of Warrant Certificates have been agreed to by the parties to this Agreement and the specimens of such certificates are in the possession of Gemisys Corporation, Inglewood, Colorado. 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Date: January 31, 1996 Dyneco Corporation, A Minnesota corporation By: --------------------------------- Richard D. Besser, Chief Executive Officer SEAL ATTEST: - ------------------------------------------ Donald Hewitt, Assistant Secretary American Securities Transfer, Inc., A Colorado Corporation By: /s/ Gregory D. Tubbs ---------------------------------- Gregory D. Tubbs, Senior Vice President SEAL ATTEST: /s/ Bruce E. Hall - ------------------------------------------- Bruce E. Hall, Secretary -12-