EXHIBIT 10.25

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT is made by and between SPECTRAGEN,  INC.,
a Delaware corporation (the "Company"), and SAM ELETR ("Purchaser").

                                   WITNESSETH:

         WHEREAS,  Purchaser  holds a  non-statutory  stock  option to  purchase
shares of common  stock of the  Company  pursuant  to the  Company's  1995 Stock
Option Plan (the "Plan") which Purchaser desires to exercise; and

         WHEREAS,  Purchaser  wishes to take  advantage  of the  early  exercise
provision of his option and therefore to enter into this Agreement;

         NOW, THEREFORE, IT IS AGREED between the parties as follows:

         1.  Purchaser  hereby  agrees to  purchase  from the  Company,  and the
Company hereby agrees to sell to Purchaser, an aggregate of One Hundred Thousand
(100,000)  shares of the Company's  Common Stock (the "Stock"),  for an exercise
price of Twenty Cents ($0.20) per share (total exercise price:  (Twenty Thousand
Dollars ($20,000)), payable in cash.

         The closing  hereunder shall occur at the offices of the Company on the
date of this  Agreement  or at such  other  time and  place as the  parties  may
mutually agree upon in writing.

         At the closing, Purchaser shall deliver one (1) stock assignment in the
form of Exhibit A, duly  endorsed  (with date and number of shares left  blank),
joint  escrow  instructions  (the "Joint  Escrow  Instructions")  in the form of
Exhibit B, duly executed by Purchaser, and the total exercise price.

         At the closing or as soon thereafter as practicable,  the Company shall
deliver  to the  Escrow  Agent  (as  defined  in  paragraph  8  below)  a  share
certificate  for all of the Stock that is to be subject to the  Purchase  Option
(as defined in paragraph 2 below).

         2.  In  accordance  with  the  provisions  of  Section  408(b)  of  the
California  General  Corporation  Law,  the Stock to be  purchased  by Purchaser
pursuant to this Agreement shall be subject to the following  option  ("Purchase
Option"):

                  (a) In the event that Purchaser  shall cease to be an employee
of the  Company for any reason  (including  his  death),  or no reason,  with or
without cause, the Purchase Option may be exercised.  The Company shall have the
right  at  any  time  within  the  ninety  (90)  day  period  after  Purchaser's
termination of service with the Company and all related companies or such longer
period as may be agreed to by the Company and

<PAGE>


Purchaser (for example,  for purposes of satisfying the  requirements of Section
1202(c)(3)  of the  Internal  Revenue  Code) to purchase  from  Purchaser or his
personal  representative,  as the case may be, at the  price  per share  paid by
Purchaser pursuant to this Agreement ("Option Price").

                  (b) The Stock shall vest as follows:  One-twentieth  (1/20) of
the total  number of shares of Stock  shall vest one year from the first date of
employment and one-sixtieth  (1/60) will vest monthly  thereafter,  so that upon
the date that is five years  from the  Commencement  Date,  all of the shares of
Stock shall have  vested.  Shares of Stock that have vested shall not be subject
to the Purchase Option.

                  (c) In addition,  and without limiting the foregoing  Purchase
Option, if at any time during the term of the Purchase Option, there occurs: (a)
a  dissolution  or  liquidation  of the Company;  (b) a merger or  consolidation
involving the Company in which the Company is not the surviving  Company;  (c) a
reverse merger in which the Company is the surviving  corporation but the shares
of the Company's common stock outstanding  immediately  preceding the merger are
converted  by virtue of the merger into other  property,  whether in the form of
other securities,  cash or otherwise; or (d) any other capital reorganization in
which more than fifty  percent  (50%) of the shares of the  Company  entitled to
vote are  exchanged,  then:  (i) if there is no successor  to the  Company,  the
Company  shall have the right to exercise its  Purchase  Option as to all or any
portion of the Stock then subject to the Purchase  Option set forth above to the
same extent as if  Purchaser's  employment by the Company had ceased on the date
preceding the date of  consummation  of said event or  transaction,  or (ii) the
Purchase  Option  may be  assigned  to any  successor  of the  Company,  and the
Purchase  Option  shall apply if  Purchaser  shall cease for any reason to be an
employee of such  successor on the same basis as set forth above.  In that case,
references herein to the "Company" shall be deemed to refer to such successor.

                  (d) As used herein,  employment with the Company shall include
employment with an affiliate of the Company.

                  (e) This  Agreement is not an employment  contract and nothing
in this Agreement shall be deemed to create in any way whatsoever any obligation
on the part of  Purchaser  to continue in the employ of the  Company,  or of the
Company to continue Purchaser in the employ of the Company.

                  (f) In the  event  that the  Stock's  Fair  Market  Value  (as
defined  in the Plan) is equal to or exceeds  the Option  Price on the date that
the Purchaser  ceases to be employed,  the Company  shall  exercise its Purchase
Option to the extent permitted by law.

         3. The Purchase  Option may be exercised  by giving  written  notice of
exercise delivered or mailed as provided in paragraph 14. Upon providing of such
notice and payment or tender of the purchase price, the Company shall become the
legal and  beneficial  owner of the Stock  being  purchased  and all  rights and
interests therein or related thereto.

                                       2.
<PAGE>

         4. If from time to time during the term of the Purchase Option there is
any stock  dividend  or  liquidating  dividend  or  distribution  of cash and/or
property,  stock split or other change in the  character or amount of any of the
outstanding  securities of the Company,  then,  in such event,  any and all new,
substituted  or additional  securities or other  property to which  Purchaser is
entitled by reason of his ownership of Stock will be immediately  subject to the
Purchase  Option and be  included in the word  "Stock"  for all  purposes of the
Purchase  Option  with the same  force and  effect as the  shares of Stock  then
subject to the  Purchase  Option.  While the total Option Price shall remain the
same after each such event, the Option Price per share of Stock upon exercise of
the Purchase Option shall be appropriately adjusted.

         5. All  certificates  representing  any shares of Stock of the  Company
subject to the provisions of this Agreement shall have endorsed  thereon legends
in substantially the following form:

                           (i) "The shares  represented by this  certificate are
subject to an option  set forth in an  agreement  between  the  Company  and the
registered holder, or his predecessor in interest, a copy of which is on file at
the principal office of this Company.  Any transfer or attempted transfer of any
shares subject to such option is void without the prior express  written consent
of the issuer of these shares."

                           (ii) "These securities have not been registered under
the Securities Act of 1933. They may not be sold,  offered for sale,  pledged or
hypothecated  in the absence of an  effective  registration  statement as to the
securities  under said Act or an opinion of counsel  satisfactory to the Company
that such registration is not required."

                           (iii) Any legend required to be placed thereon by the
California Commissioner of Corporations.

         6. Purchaser  acknowledges that he is aware that the Stock to be issued
to him by the Company  pursuant to this Agreement has not been registered  under
the  Securities  Act of 1933,  as  amended  (the  "Act"),  on the basis  that no
distribution  or public  offering  of the Stock is to be  effected,  and in this
connection   acknowledges   that  the  Company  is  relying  on  the   following
representations:  Purchaser  warrants and  represents  to the Company that he is
acquiring  the  Stock  for  investment  and not with any  present  intention  of
distributing  or  selling  the Stock and he does not  presently  have  reason to
anticipate any change in circumstances or any particular occasion or event which
would cause him to sell the Stock.  Purchaser  recognizes that the Stock must be
held  indefinitely  unless  it is  subsequently  registered  under the Act or an
exemption from such registration is available and, further,  recognizes that the
Company  is under no  obligation  to  register  the Stock or to comply  with any
exemption from such registration.

         7.  Purchaser is aware that the Stock may not be sold  pursuant to Rule
144 adopted under the Act unless certain  conditions are met and until Purchaser
has held the Stock for at least two (2) years.  Among the  conditions for use of
Rule 144 is the availability

                                       3.
<PAGE>

of specified current public information about the Company.  Purchaser recognizes
that the Company  presently has no plans to make such  information  available to
the public.

                  Whether or not the Purchase Option is exercised or has lapsed,
Purchaser  further agrees not to make any disposition of any of the Stock in any
event unless and until;

                  (a) There is then in effect a registration statement under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such registration statement; or

                  (b) (i)  Purchaser  shall  have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances  surrounding the proposed  disposition,  and (ii)
Purchaser shall have given the Corporation an opinion of counsel,  which opinion
and  counsel  shall be  satisfactory  to the  Company,  to the effect  that such
disposition will not require registration of the Stock under the Act.

         8. As  security  for his  faithful  performance  of the  terms  of this
Agreement and to insure the availability for delivery of Purchaser's  Stock upon
exercise of the Purchase Option herein provided for,  Purchaser  agrees,  at the
closing  hereunder (or as soon thereafter as  practicable),  to deliver (or have
the Company deliver on the Purchaser's behalf) to and deposit with the Secretary
of the Company ("Escrow Agent"),  as Escrow Agent in this  transaction,  one (1)
stock  assignment  duly endorsed  (with date and number of shares left blank) in
the  form  attached  hereto  as  Exhibit  A,  together  with  a  certificate  or
certificates  evidencing all of the Stock subject to the Purchase  Option;  said
documents  are to be held by the Escrow Agent and delivered by said Escrow Agent
pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth
in Exhibit B attached hereto and  incorporated  herein by this reference,  which
instructions  shall  also  be  delivered  to the  Escrow  Agent  at the  closing
hereunder (or as soon thereafter as practicable).

         9. Purchaser shall not sell or transfer any of the Stock subject to the
Purchase Option or any interest  therein so long as such Stock is subject to the
Purchase Option.

         10. The Company  shall not be required (i) to transfer on its books any
shares of Stock of the  Company  which  shall have been sold or  transferred  in
violation of any of the  provisions set forth in this Agreement or (ii) to treat
as owner of such  shares or to accord  the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.

         11. Subject to the  provisions of paragraphs 9 and 10 above,  Purchaser
(but not any unapproved  transferee)  shall,  during the term of this Agreement,
exercise all rights and  privileges of a stockholder of the Company with respect
to the Stock.

         12. Purchaser  acknowledges  receipt of a copy of Section 260.141.11 of
Title 10 of the California Administrative Code, attached hereto as Exhibit C.

                                       4.
<PAGE>


         13. The parties agree to execute such further  instruments  and to take
such further  action as  reasonably  may be necessary to carry out the intent of
this Agreement.

         14.  Any  notice  required  or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in any United States Post Office Box, by  registered  or certified  mail
with  postage  and fees  prepaid,  addressed  to the other  party  hereto at his
address  hereinafter  shown below his signature or at such other address as such
part may  designate by ten (10) days' advance  written  notice to the other part
hereto.

         15.  This  Agreement  shall  bind  and  inure  to  the  benefit  of the
successors  and  assigns of the  Company  and,  subject to the  restrictions  on
transfer  herein  set  forth,  inure  to the  benefit  of and  be  binding  upon
Purchaser,  his  heirs,  executors,  administrators,  successors,  and  assigns.
Without  limiting the  generality of the foregoing,  the Purchase  Option of the
Company hereunder shall be assignable by the Company at any time or from time to
time,  in whole or in part.  Should the right of  repurchase  be assigned by the
Company, the assignee shall pay to the Company cash equal to the excess, if any,
of the Stock's Fair Market Value (as defined in the Plan) over the Option Price.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the 13th day of June, 1996.

                                                  SPECTRAGEN, INC.

                                                  By /s/ Craig C. Taylor
                                                    ----------------------------
                                 Address:                  3832 Bay Center Place
                                                           Hayward, CA 94545

                                                  PURCHASER

                                                  /s/ Sam Eletr
                                                    ----------------------------
                                Address:
                                                    ----------------------------



         ATTACHMENTS:

         Exhibit A         Assignment Separate from Certificate
         Exhibit B         Joint Escrow Instructions
         Exhibit C         Cal. Admin. Code, Title 10, Section 260.141.11

                                       5.
<PAGE>


                                    Exhibit A
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED,  ____________________________________ hereby sells,
assigns and transfers unto Spectragen,  Inc.  ("Lynx") a total of (_____) shares
of Common Stock of Spectragen,  Inc. (the "Company") standing in its name on the
books of said  corporation  represented by Certificate No. _______  herewith and
does hereby  irrevocably  constitute and appoint Secretary (or his successor) of
Spectragen,  Inc. as Attorney to transfer  such stock on the books of the within
named Company with full power of substitution in the premises.

         This  Assignment may be used only in connection with and subject to the
terms and conditions of that certain  Stockholders  Agreement dated as of August
21, 1995 by and among the Company, Lynx and certain stockholders of the Company,
to which the undersigned stockholder(s) became party as of June 1, 1996.

         Dated:
               --------------------

                                             Signature
                                                       -------------------------
                                             Print Name:
                                                       -------------------------


                                       6.
<PAGE>


                                    Exhibit B

                            JOINT ESCROW INSTRUCTIONS


Secretary
Spectragen, Inc.
3832 Bay Center Place
Hayward, CA 94545

Dear Sir:

         As  Escrow  Agent  for   Spectragen,   Inc.,  a  Delaware   corporation
("Company"),  Lynx Therapeutics,  Inc., a Delaware  corporation ("Lynx") and the
undersigned  purchaser of stock of the Company  ("Stockholder"),  you are hereby
authorized  and directed to hold the documents  delivered to you pursuant to the
terms of that certain Stockholders  Agreement  ("Agreement"),  dated, August 21,
1995, to which the  Stockholder  became a party on, June 12, 1996, in accordance
with the following instructions:

         1. In the event that Lynx exercises the Purchase Right set forth in the
Agreement,  Lynx or its assignee will give written notice to Stockholder and you
pursuant to the terms of the Agreement. Stockholder, Lynx and the Company hereby
irrevocably  authorize and direct you to close the  transaction  contemplated by
such notice in accordance with the terms of the Agreement.

         2. At the closing you are directed  to: (a) date any stock  assignments
necessary  for the transfer in question,  (b) fill in the number of shares being
transferred,  and (c) deliver same, together with the certificate evidencing the
shares of stock to be transferred,  to Lynx against the simultaneous delivery to
you of the consideration for the exercise of the Purchase Right set forth in the
Agreement.

         3. Stockholder  irrevocably  authorizes the Company to deposit with you
any certificates  evidencing shares of stock to be held by you hereunder and any
additions  and  substitutions  to such  shares as  specified  in the  Agreement.
Stockholder  does  hereby   irrevocably   constitute  and  appoint  you  as  his
attorney-in-fact  and agent for the term of this escrow to execute  with respect
to such  securities  and other  property  all  documents  of  assignment  and/or
transfer  and all  stock  certificates  necessary  or  appropriate  to make  all
securities  negotiable  and to complete  any  transaction  herein  contemplated,
including  but not limited to any  appropriate  filing with  government  or bank
officials.  Subject  to the  provisions  of this  Section 3,  Stockholder  shall
exercise all rights and  privileges  of a  stockholder  of the Company while the
stock is held by you.

         4. This escrow shall  terminate upon  expiration or exercise in full of
the Purchase Right, whichever occurs first.

                                       7.
<PAGE>


         5. If, at the time of  termination  of this escrow,  you should have in
your  possession  any  documents,  securities,  or other  property  belonging to
Stockholder,  you shall deliver all of same to any pledgee  entitled thereto or,
if none,  to  Stockholder  and shall be  discharged  of all further  obligations
hereunder.

         6. Your duties hereunder may be altered,  amended,  modified or revoked
only by a writing signed by all of the parties hereto.

         7. You shall be obligated  only for the  performance  of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining  from acting on any  instrument  reasonably  believed by you to be
genuine and to have been signed or  presented  by the proper party or parties or
their  assignees.  You shall not be personally  liable for any act you may do or
omit to do  hereunder  as Escrow Agent or as  attorney-in-fact  for  Stockholder
while  acting in good faith,  and any act done or omitted by you pursuant to the
advice of your own attorneys shall be conclusive evidence of such good faith.

         8.  You  are  hereby  expressly  authorized  to  disregard  any and all
warnings  given  by  any  of the  parties  hereto  or by  any  other  person  or
corporation,  excepting  only  orders or process  of courts of law,  and you are
hereby expressly authorized to comply with and obey orders, judgments or decrees
of any court. In case you obey or comply with any such order, judgment or decree
of any  court,  you shall not be liable to any of the  parties  hereto or to any
other person, firm or corporation by reason of such compliance,  notwithstanding
any such  order,  judgment  or decree  being  subsequently  reversed,  modified,
annulled, set aside, vacated or found to have been entered without jurisdiction.

         9. You shall not be liable in any  respect on account of the  identity,
authority or rights of the parties  executing or  delivering  or  purporting  to
execute or deliver the Agreement or any documents or papers  deposited or called
for hereunder.

         10. You shall not be liable for the  outlawing  of any rights under any
statute of limitations  with respect to these Joint Escrow  Instructions  or any
documents deposited with you.

         11.  You shall be  entitled  to employ  such legal  counsel  (including
without  limitation  the firm of Cooley  Godward  Castro  Huddleson & Tatum) and
other  experts as you may deem  necessary  properly to advise you in  connection
with your obligations  hereunder,  may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor.

         12. Your  responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be Secretary of the Company or if you shall resign by written
notice to each  party.  In the event of any such  termination,  the  Company may
appoint any officer or  assistant  officer of the  Company as  successor  Escrow
Agent and  Stockholder  hereby  confirms the  appointment  of such  successor or
successors  as his  attorney-in-fact  and  agent  to the  full  extent  of  your
appointment.

                                       8.
<PAGE>


         13.  If  you  reasonably  require  other  or  further   instruments  in
connection  with these  Joint  Escrow  Instructions  or  obligations  in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         14. It is  understood  and agreed that  should any  dispute  arise with
respect  to  the  delivery  and/or  ownership  or  right  of  possession  of the
securities, you may (but are not obligated to) retain in your possession without
liability to anyone all or any part of such securities  until such dispute shall
have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent  jurisdiction after
the time for appeal has expired and no appeal has been perfected,  but you shall
be under no duty whatsoever to institute or defend any such proceedings.

         15.  Any  notice  required  or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in any United  States Post Box, by  registered  or  certified  mail with
postage  and fees  prepaid,  addressed  to each of the  other  parties  hereunto
entitled at the following  addresses,  or at such other addresses as a party may
designate by ten (l0) days' written notice to each of the other parties hereto:

         COMPANY:                           Spectragen, Inc.
                                            3832 Bay Center Place
                                            Hayward, CA 94545
                                            Attn: President

         LYNX:                              Lynx Therapeutics, Inc.
                                            3832 Bay Center Place
                                            Hayward, CA 94545
                                            Attn: President

         STOCKHOLDER:                       ___________________________________
                                            ___________________________________
                                            ___________________________________

         ESCROW AGENT:                      Secretary
                                            Spectragen, Inc.
                                            3832 Bay Center Place
                                            Hayward, CA 94545

         16. By  signing  these  Joint  Escrow  Instructions  you become a party
hereto only for the purpose of such Joint Escrow Instructions; you do not become
a party to the Agreement.

         17. This  instrument  shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. It is
understood  and agreed that  references  to "you" or "your"  herein refer to the
original  Escrow  Agent  and to any  and  

                                       9.
<PAGE>


all successor  Escrow  Agents.  It is understood and agreed that the Company and
Lynx may at any time or from time to time assign its rights under the  Agreement
and these Joint Escrow Instructions in whole or in part.

                                        Very truly yours,

                                        SPECTRAGEN, INC.

                                        By: /s/ Craig C. Taylor
                                            -----------------------------

                                        Title:       Director
                                            -----------------------------

                                        STOCKHOLDER:

                                                     /s/ Sam Eletr
                                            -----------------------------
ESCROW AGENT:


    James C. Kitch
-------------------------
Secretary
Spectragen, Inc.

                                      10.
<PAGE>


                                    Exhibit C

STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE

TITLE 10. Investment- Chapter 3. Commissioner of Corporations

260.141.11: RESTRICTION ON TRANSFER. (a) The issuer of any security upon which a
restriction  on  transfer  has been  imposed  pursuant  to  Sections  260.102.6,
260.141.10 or 260.534 shall cause a copy of this section to be delivered to each
issuee or transferee of such security at the time the certificate evidencing the
security is delivered to the issuee or transferee.

(b) It is unlawful for the holder of any such  security to  consummate a sale or
transfer of such security,  or any interest  therein,  without the prior written
consent of the Commissioner (until this condition is removed pursuant to Section
260.141.12 of these rules), except:

(1) to the issuer;

(2) pursuant to the order or process of any court;

(3) to any person  described in subdivision  (i) of Section 25102 of the Code or
Section 260.105.14 of these rules;

(4) to the transferor's  ancestors,  descendants or spouse,  or any custodian or
trustee  for  the  account  of the  transferor  or the  transferor's  ancestors,
descendants,  or spouse;  or to a transferee  by a trustee or custodian  for the
account of the transferee or the transferee's ancestors, descendants or spouse;

(5) to holders of securities of the same class of the same issuer;

(6) by way of sift or donation inter vivos or on death;

(7) by or through a broker-dealer licensed under the Code (either acting as such
or as a finder) to a resident of a foreign  state,  territory  or country who is
neither  domiciled  in this state to the  knowledge  of the  broker-dealer,  nor
actually  present  in  this  state  if the  sale of  such  securities  is not in
violation  of any  securities  law of the foreign  state,  territory  or country
concerned;

(8) to a broker-dealer licensed under the Code in a principal transaction, or as
an underwriter or a member of an underwriting syndicate or selling group;

(9) if the interest sold or  transferred  is a pledge or other lien given by the
purchaser to the seller upon a sale of the security for which the Commissioner's
written consent is obtained or under this rule not required;

(10) by way of a sale qualified under Sections 25111, 25112, . 5113, or 25121 of
the Code,  of the  securities  to be  transferred,  provided that no order under
Section 25140 or  Subdivision  (a) of Section 25143 is in effect with respect to
such qualification;

(11) by a corporation to a wholly owned subsidiary of such corporation,  or by a
wholly owned subsidiary of a corporation to such corporation;

(12) by way of an exchange  qualified under Section 25111, 25112 or 25113 of the
Code,  provided that no order under Section 25 140 or Subdivision (a) of Section
25143 is in effect with respect to such qualification;

(13)  between  residents of foreign  states,  territories  or countries  who are
neither domiciled nor actually present in this state;

                                      11.
<PAGE>


(14) to the State  Controller  pursuant to the Unclaimed  Property Law or to the
administrator of the unclaimed property law of another state;

         or

(15) by the State  Controller  pursuant to the Unclaimed  Property Law or by the
administrator  of the unclaimed property law of another state if, in either such
case,  such person (i)  discloses  to  potential  purchasers  at S the sale that
transfer of the  securities  is  restricted  under rule,  (ii)  delivers to each
purchaser a copy of this rule, and (iii) advises the Commissioner of the name of
each purchaser:

(16) by a trustee to a successor  trustee when such  transfer does not involve a
change in the beneficial ownership of the securities;

(17) In by way of an  offer  and sale of  outstanding  securities  in an  issuer
transaction that is subject to the qualification requirement of Section 25110 of
the Code but exempt from that  qualification  requirement by subdivision  (f) of
Section  25102;  provided that any such  transfer is on the  condition  that any
certificate  evidencing the security is issued to such transferee  shall contain
the legend required by this section.

(c)  The  certificates  representing  all  such  securities  subject  to  such a
restriction  on  transfer,  whether  upon  initial is upon or upon any  transfer
thereof,  shall  bear on their  face a legend,  prominently  stamped  or printed
thereon in capital letters of not less than 10-point size, reading as follows:

*IT IS  UNLAWFUL TO  CONSUMMATE  A SALE OR  TRANSFER  OF THIS  SECURlTY,  OR ANY
INTEREST THEREIN,  OR TO RECEIVE ANY CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR
WRITTEN CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

COMMISSIONER'S RULES. "20856238 020695

                                      12.