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Directory Results for , as Buyer, hereby offers to purchase and CITY OF NEW BERN, as Seller, to , as Company, and THE BANK OF NEW YORK, as Warrant Agent 750,000 Class B Warrants to Purchase Common Stock NEWYORK 873563v2 5474200008 12/10/02 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS

, as Buyer, hereby offers to purchase and CITY OF NEW BERN, as Seller,
, as Buyer, hereby offers to purchase,
, as Chair TT-WRM)
, as Company, and THE BANK OF NEW YORK, as Warrant Agent 750,000 Class B Warrants to Purchase Common Stock NEWYORK 873563v2 5474200008 12/10/02 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS