UNIT PURCHASE AGREEMENT
UNIT PURCHASE AGREEMENT dated July 10, 2001, between IMSCO TECHNOLOGIES, INC., a
Delaware corporation with offices at 8450 East Crescent Parkway, Suite 100, Greenwood Village, CO 80111
(the "Company") and TRILIUM HOLDINGS LTD., with an address c/o Euro-Dutch Trust Company, Charlotte
House, Charlotte Street, PO Box N 9204, Nassau Bahamas (the "Investor").
SECTION 1.1 CERTAIN DEFINED TERMS. Certain capitalized terms used throughout this Agreement are
defined above, in Section 1.2 hereof and elsewhere in this Agreement.
SECTION 1.2 DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms defined).
(a) "ADVERSE CLAIM" means a lien, security interest, charge, encumbrance or other right or claim of any
Person (other than any lien, security interest, charge, encumbrance or other right or claim in favor of the Investor).
(b) "AFFILIATE" when used with respect to a Person means any other Person controlling, controlled by or
under common control with such Person. For the purposes of this definition, "control", when used with respect to
any specified Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
(c) "AGREEMENT" means this Unit Purchase Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time hereafter.
(d) "BENEFIT PLAN" means an employee benefit plan, subject to ERISA.
(e) "BUSINESS DAY" means a day of the year other than a Saturday or a Sunday or a day on which banks are
authorized or required to close in New York City.
(f) "CERTIFICATE OF DESIGNATION" refers to the Certificate of Designation of the Company in the form
annexed hereto as E