---

EXHIBIT 10.2

AMG OIL LTD.

REGISTRATION RIGHTS AGREEMENT

This
  Registration Rights Agreement (this Agreement) is made and entered
  into as of the ______day of February, 2006 between AMG Oil Ltd., a Nevada corporation
  (the Company), and the persons listed in Exhibit A (the Subscribers
  (as defined herein) and Jones, Gable & Company Limited (the Agent).

Recitals

WHEREAS,
the Company proposes to issue to the Subscribers units comprised of common
shares in the capital of the Company (Common Shares) and warrants entitling
the Subscribers to subscribe for common shares in the capital of the Company
(Warrant Shares) pursuant to subscription agreements (the Subscription
Agreements) as described in the agency agreement, dated February ______, 2006
(the Agency Agreement), between the Company and the Agent;

WHEREAS,
the Company proposes to issue to the Agent compensation options exercisable for
units comprised of common shares in the capital of the Company (Compensation
Shares) and warrants entitling the Agent to subscribe for common shares in the
capital of the Company (Compensation Warrant Shares) pursuant to the Agency
Agreement;

WHEREAS,
pursuant to the Agency Agreement and the Subscription Agreements, the Company
has agreed to effect the registration of the Common Shares, Warrant Shares,
Compensation Shares and Compensation Warrant Shares under the Securities Act (as
hereinafter defined) on the terms and subject to the conditions set forth
therein and herein;

NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the parties hereby agree as follows:

**1.**          **REGISTRATION RIGHTS.**

**1.1**     **Certain
Definitions.**As used in this Agreement, the following terms shall have
the meanings set forth below:

(a)      Closing
  shall mean the closing of the initial sale of the Registrable Securities;

(b)     
  Commission shall mean the Securities and Exchange Commission or
  any other federal agency at the time administering the Securities Act;

---

(c)      Exchange Act
shall mean the Securities Exchange Act of 1934, as amended;

(d)      Holder shall
mean any holder of Registrable Securities and any holder of Registrable
Securities to whom the registration rights conferred by this Agreement have been
transferred in compliance with Section 1.8 hereof.

(e)      Registrable Securities
shall mean the (i) Common Shares, (ii) Warrant Shares, (iii) Compensation
Shares, (iv) Compensation Warrant Shares, and (v) any common shares of the
Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (i), (ii), (iii) and
(iv) above; provided, however, that Registrable Securities shall not include (a)
any common shares of the Company which have previously been registered or which
have been sold to the public either pursuant to a registered public offering or
Rule 144, or (b) common shares of the Company held by a Holder that may
immediately be sold under Rule 144.

(f)      The terms
register, registered and registration shall refer to a registration
effected by preparing and filing the Registration Statement, and the declaration
or ordering of the effectiveness of such registration statement.

(g)      Registration Expenses
shall mean all expenses incurred in effecting any registration pursuant to this
Agreement, including, without limitation, all registration, qualification, and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, fees and disbursements of counsel
for the Holders (which shall not exceed US$5000) and expenses of any regular or
special audits incident to or required by any such registration, but shall not
include Selling Expenses, and the compensation of regular employees of the
Company, which shall be paid in any event by the Company.

(h)      Registration
Statement shall mean the registration statement filed pursuant to the
Securities Act relating to the resale of the Registrable Securities by the
Holders, and all amendments and supplements to such Registration Statement,
including pre- and post-effective amendments.

(i)      Rule 144
shall mean Rule 144 as promulgated by the Commission under the Securities Act,
as such Rule may be amended from time to time, or any similar successor rule
that may be promulgated by the Commission.

(j)      Securities Act
shall mean the Securities Act of 1933, as amended.

(k)      Selling
Expenses shall mean all underwriting discounts, selling commissions and stock
transfer taxes applicable to the sale of Registrable Securities.

- 2 -

---

(l)      Subscribers
means the persons buying Registrable Securities pursuant to subscription
agreements in the form agreed upon by the Agent and the Company that are listed
in Exhibit A.

**1.2**     **Registration**

(a)      The
Company covenants to prepare and file with the Commission, as promptly as
practicable following the Closing, a Registration Statement for an offering to
be made on a continuous shelf basis following the date of effectiveness covering
the resale of the Registrable Securities by the Holders. The Registration
Statement shall be on Form S-3 under the Securities Act or another appropriate
form selected by the Company permitting registration of the resale of the
Registrable Securities by the Holders from time to time. The Company shall use
its reasonable best efforts to cause the Registration Statement to become
effective pursuant to the Securities Act within 180 days after the Closing.

(b)      The
Registration Statement shall not be deemed to have become effective under the
Securities Act (i) unless it has been filed and has been declared effective
under the Securities Act by the Commission and remains effective pursuant to the
Securities Act with respect to the disposition of all Registrable Securities on
a continuous shelf basis until all such Registrable Securities are sold or cease
to be Registrable Securities, or (ii) if the offering of the Registrable
Securities pursuant to such Registration Statement is interfered with by any
stop order, cease trade order, injunction or other order or requirement of the
Commission or any other governmental agency, court or stock exchange.

**1.3**     **Expenses
of Registration.**The Company shall pay all Registration Expenses
whether or not such registration shall become effective.

**1.4**     **Registration
Procedures.**In the case of the registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in writing
as to the initiation of such registration and as to the completion thereof. At
its expense, the Company will use its best efforts to:

(a)      Keep
such registration effective until all such Registrable Securities are sold or
cease to be Registrable Securities;

(b)      Prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities
covered by such Registration Statement;

(c)      Furnish
such number of prospectuses and other documents incident thereto, including any
amendment of or supplement to the prospectus, as a Holder from time to time may
reasonably request after taking into account Rule 172 under the Securities Act;

- 3 -

---

(d)      Notify
each seller of Registrable Securities covered by such Registration Statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, (i) no
longer meets the requirements of Section 10(a)(3) of the Securities Act, or (ii)
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or incomplete in the light of the circumstances then existing,
and that offers and sales of Registrable Securities in reliance on the
prospectus included in the Registration Statement must cease. At the request of
any such seller after taking into account Rule 172 under the Securities Act, the
Corporation shall prepare and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such shares, such
prospectus used shall meet the requirements of Section 10(a)(3) of the
Securities Act, or not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing;

(e)      Cause
all such Registrable Securities registered pursuant hereunder to be listed on
each securities exchange on which similar securities issued by the Company are
then listed;

(f)      Use
its best efforts to obtain all other approvals, consents, exemptions, or
authorizations from such governmental agencies or authorities as may be
necessary to enable the Holders to consummate the disposition of the Registrable
Securities;

(g)      Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant to the Registration Statement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;

(h)      Otherwise
use its best efforts to comply with all applicable rules and regulations of the
Commission;

(i)     
Subject to compliance with the requirements of the Securities Act, cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates not bearing any restrictive legends representing the Registrable
Securities sold pursuant to the Registration Statement, and cause such
Registrable Securities to be issued in such denominations and registered in such
names in accordance with instructions of the Holders that are provided to the
Company; and

(j)      Furnish,
on the date that the Registration Statement becomes effective, an opinion, dated
as of such date, of the counsel representing the Company for the purposes of
such registration, substantially in the form attached as Exhibit B hereto,
addressed to the Holders participating in such registration.

- 4 -

---

**1.5**     **Indemnification.**

(a)      The
Company will indemnify each Holder, each of its officers, directors and
partners, legal counsel, and accountants and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification, or compliance has been effected pursuant to this
Agreement, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus or other document (including any related
registration statement, notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification, or compliance, and will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel, and accountants and each person controlling such Holder, for any legal
and any other expenses reasonably incurred in connection with investigating and
defending or settling any such claim, loss, damage, liability, or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such Holder and stated to be specifically for use therein. It is
agreed that the indemnity agreement contained in this Section 1.5 shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld).

(b)      Each
Holder will, if Registrable Securities held by such Holder are included in the
securities as to which such registration, qualification, is being effected,
indemnify the Company, each of its directors, officers, partners, legal counsel,
and accountants, and each person who controls the Company within the meaning of
Section 15 of the Securities Act, each other such Holder, and each of their
officers, directors, and partners, and each person controlling such Holder,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
Holders, directors, officers, partners, legal counsel, and accountants, persons,
underwriters, or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability, or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein;
provided, however, that the obligations of such Holder hereunder shall not

- 5 -

---

apply to amounts paid in settlement of any such claims, losses,
damages, or liabilities (or actions in respect thereof) if such settlement is
effected without the consent of such Holder (which consent shall not be
unreasonably withheld); and provided that in no event shall any indemnity under
this Section 1.5 exceed the gross proceeds from the offering received from such
Holder.

(c)      Each
party entitled to indemnification under this Section 1.5 (the Indemnified
Party) shall give notice to the party required to provide indemnification (the
Indemnifying Party) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall
be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 1.5, to the extent such failure is not
prejudicial. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.

(d)     
If the indemnification provided for in this Section 1.5 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss, liability, claim, damage, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage, or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.

**1.6**     **Information
by Holder.**Each Holder shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification, or compliance referred to in
this Agreement.

- 6 -

---

**1.7**     **Rule 144 Reporting.**With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the
Registrable Securities to the public without registration, the Company agrees to
use its best efforts to:

(a)     
File with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act at any
time it is subject to such reporting requirements;

(b)      So
long as a Holder owns any Registrable Securities, furnish to the Holder
forthwith upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as a Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such securities without
registration.

**1.8**     **Transfer
or Assignment of Registration Rights.**The registration rights granted
to a Holder by the Company under this Agreement may be transferred or assigned
by a Holder provided that the Company is given written notice at the time of or
within a reasonable time after said transfer or assignment, stating the name and
address of the transferee or assignee and identifying the Registrable Securities
being transferred or assigned. Such transferees (other than transferees that
acquire the Registrable Securities in a registered public offering or pursuant
to a sale under Rule 144) shall, upon signing this agreement be entitled to
receive the benefits of and be conclusively deemed to have agreed to be bound by
the terms and provisions of this Agreement as if it were an original party
hereto, and shall be deemed to be Holders under this Agreement.

**1.9**     **Delay
of Registration.**No Holder shall have any right to take any action to
restrain, enjoin, or otherwise delay any registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 1.

**2.**     **COVENANTS
OF THE COMPANY.**

The
Company hereby covenants and agrees, so long as any Holder owns any Registrable
Securities, as follows:

**2.1**     **Maintain
Listing.**The Company covenants that, once it has registered the
Registrable Securities under the Securities Act, it shall use its reasonable
best efforts to maintain the listing of such securities on each stock exchange
or quotation system on which such securities are listed or quoted.

**3.**     **MISCELLANEOUS.**

**3.1**     **Governing
Law.**This Agreement shall be governed in all respects by the laws of
the Province of British Columbia.

- 7 -

---

**3.2**     **Successors and Assigns.**Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.

**3.3**     **Entire
Agreement; Amendment; Waiver.**This Agreement (including the Exhibits
hereto) constitutes the full and entire understanding and agreement between the
parties with regard to the subjects hereof. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated, except by a written
instrument signed by the Company and the holders of at least 50% of the
Registrable Securities and any such amendment, waiver, discharge or termination
shall be binding on all the Holders, but in no event shall the obligation of any
Holder hereunder be materially increased, except upon the written consent of
such Holder. This Agreement may be amended to add additional stockholders as
parties hereto with the consent of the Company only.

**3.4**     **Notices,
etc.**All notices and other communications required of permitted
hereunder shall be in writing and shall be mailed by Canadian first-class mail,
postage prepaid, sent by facsimile or delivered personally by hand or nationally
recognized courier addressed (a) if to a Holder, as indicated on the list of
Holders attached hereto as Exhibit A, or at such other address or facsimile
number as such holder or permitted assignee shall have furnished to the Company
in writing, or (b) if to the Agent, to Suite 600, 110 Yonge Street, Toronto,
Ontario M5C 1T6, Attention: Robb Hindson, Fax: 416-365-8037, or (c) if to the
Company, at such address or facsimile number as the Company shall have furnished
to each Holder in writing. All such notices and other written communications
shall be effective on the date of mailing, confirmed facsimile transfer or
delivery.

**3.5**     **Delays or Omissions.**No delay or omission to exercise any right, power
or remedy accruing to any Holder, upon any breach or default of the Company
under this Agreement shall impair any such right, power or remedy of such Holder
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default therefore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement or any waiver on the part
of any Holder of any provisions or conditions of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.

**3.6**     **Rights; Separability.**Unless otherwise expressly provided herein, a
Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

- 8 -

---

**3.7**     **Information
Confidential.**Each Holder acknowledges that the information received by
them pursuant hereto may be confidential and for its use only, and it will not
use such confidential information in violation of the Exchange Act or reproduce,
disclose or disseminate such information to any other person (other than its
employees or agents having a need to know the contents of such information, and
its attorneys), except in connection with the exercise of rights under this
Agreement, unless the Company has made such information available to the public
generally or such Holder is required to disclose such information by a
governmental body.

**3.8**     **Titles
and Subtitles.**The titles of the paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not to be considered in
construing or interpreting this Agreement.

**3.9**     **Counterparts.**This Agreement may be executed by facsimile in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

[Remainder of page intentionally left blank]

- 9 -

---

IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement effective as of the day and year first above written.

- 10 -

---

EXHIBIT A

List of Holders







- 11 -

---

EXHIBIT B Opinion

<>, 2006

Jones, Gable & Corporation Limited Suite 600 110
Yonge Street Toronto, ON M5C 1T6

- and -

Goodman and Carr LLP200 King Street West, Suite 2300
Toronto, ONM5H 3W5

- and -

The persons listed on the attached Schedule A (collectively,
the Purchasers)

|Re: | AMG Oil Ltd.                             
|--- | -----------------------------------------
|    | Registration Statement on Form
      SB-2
|    | Filed on<>,2006                          

We have acted as legal counsel for AMG Oil Ltd., a Nevada
corporation (the Corporation), in connection with the preparation of
the Registration Statement on Form SB-2 (the Registration Statement)
filed with the Securities and Exchange Commission (the Commission)
pursuant to the Securities Act of 1933, as amended (the Securities
Act), relating to the offering of the following securities by the selling
shareholders named in the Registration Statement (the Selling
Shareholders):

| | (a) | up to <> shares (the Unit Shares) of
      common stock forming part of the units (the Units) offered and
      sold by the Corporation to certain Selling Shareholders pursuant to the
      provisions of an agency agreement (the Agency Agreement) dated
      February <>, 2006 between the Corporation and Jones, Gable &
      Corporation Limited (the Agent), a Selling Shareholder;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | up to <> shares (the Warrant Shares) of
      common stock issuable to certain Selling Shareholders assuming the
      exercise of outstanding common share purchase warrants forming part of the
      Units;                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | up to <> shares (the Compensation Shares)
      of common stock forming part of the Compensation Units (as defined in the
      Agency Agreement) issuable upon exercise by the Agent of Compensation
      Options issued pursuant to, and as defined in, the Agency Agreement;
      and                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | up to <> shares (together with the Unit Shares,
      Warrant Shares and the Compensation Shares, the Registered
      Securities) of common stock issuable to the Agent assuming the
      exercise of common share purchase warrants that will form part of the
      Compensation Units.                                                                                                        

We have received verbal confirmation from Commission staff that
the Corporations request to accelerate the effective date of the Registration
Statement to <> a.m./p.m. (EST) on <>day,<>,

- 12 -

---

2006, pursuant to Rule 461 under the Securities Act has been
granted by the Commission. Accordingly, we have assisted the Corporation in
filing the related prospectus (the Prospectus) with the Commission
pursuant to Rule 424(b)(4) under the Securities Act.

In rendering the opinions set forth below, we have reviewed:
(i) the Registration Statement and the exhibits attached thereto; and (ii) the
Prospectus.

For purposes of this opinion, we have not reviewed any
documents other than the documents listed in (i) and (ii) above. In particular,
we have not reviewed, and express no opinion on, any document (other than the
documents listed in (i) and (ii) above) that is referred to or incorporated by
reference into, the documents reviewed by me. We have assumed that the
Corporation is not a blank check company within the meaning assigned that term
in Rule 419 under the Securities Act.

To the best of our knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending before or contemplated by
the Commission.

This opinion letter is provided at the request of the Agent
pursuant to the Registration Rights Agreement dated February <>, 2006
among the Corporation and the Selling Shareholders.

On the basis of the foregoing and subject to the qualifications
hereinafter expressed, we are of the opinion that the Registration Statement
with respect to the Registered Securities has become effective under the
Securities Act.

We note that the Corporation is an ineligible issuer within
the meaning assigned in Rule 405 under the Securities Act, with the result that
the use of a free writing prospectus (within the meaning assigned in Rule 405
under the Securities Act) in connection with the offering of the Registered
Securities is not permitted. In addition, each Selling Shareholder will be
required to return to the Corporation all certificates representing any of the
Registered Securities not sold by such Selling Shareholder during the effective
period of the Registration Statement for endorsement with any appropriate
restrictive legend pursuant to the Securities Act, to the extent such Registered
Securities constitute restricted securities within the meaning assigned in
Rule 144 under the Securities Act at the end of the effective period of the
Registration Statement.

We express no opinion as to the laws of any jurisdiction other
than the federal securities laws of the United States of America under the
Securities Act. The opinion expressed in this letter is rendered as of the date
hereof and are based on our understandings and assumptions as to present facts,
and on the application of applicable law as the same exists on the date hereof.
We assume no obligation to update or supplement this opinion letter after the
date hereof with respect to any facts or circumstances that may hereafter come
to our attention or to reflect any changes in the facts or law that may
hereafter occur or take effect.

The opinion in this letter is given solely for the benefit of
the addressees hereof in connection with the transactions referred to herein and
may not, in whole or in part, be used or relied upon by any other person or for
any other purpose, without our prior written consent. This opinion is limited to
the matters stated herein, and no opinion or belief is implied or may be
inferred beyond the matters expressly stated herein.

Yours very truly,<>*

*Licensed to Practice Law in the State of<>

- 13 -

---