<PAGE>

                                    SHC CORP.
                      (F/K/A VICTORMAXX TECHNOLOGIES, INC.)
                        WARRANT TO PURCHASE COMMON STOCK
                                ($.001 Par Value)
                                                                   June 17, 1999

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER
APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL TO SHC CORP. (F/K/A
VICTORMAXX TECHNOLOGIES, INC.), AN EXEMPTION THEREFROM IS AVAILABLE.

FOR VALUE RECEIVED, Terrence L. Donati (the "Holder") is entitled to purchase,
subject to the provisions of this Warrant, from SHC Corp. (f/k/a VictorMaxx
Technologies, Inc.), an Illinois corporation ("SHC" or the "Company"), at a
price of $.21 per share (the "Exercise Price") of $.001 par common stock of the
Company, ("Common Stock"), at any time from June 17, 1999 (the "First Exercise
Date") to the time of expiration of this Warrant at 5:00 p.m., Chicago, Illinois
time, on June 17, 2009 (the "Expiration Date"), 5,500,000 shares of Common
Stock, and the Holder shall be governed and bound by all of the covenants, terms
and conditions contained herein. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for a share
of Common Stock may be adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable upon such exercise and as adjusted from time
to time are hereinafter sometimes referred to as "Warrant Shares", and the
exercise price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price".

         1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in
part at any time after the First Exercise Date and on or before the Expiration
Date of this Warrant, or if such day is a day on which banking institutions are
authorized by law to close in Chicago, Illinois, then on the next succeeding
business day, by presentation and surrender hereof to the Company at its office
at 390 South Eighth Street, West Dundee, Illinois 60118, with the purchase form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of shares of Common Stock specified in such form. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder to purchase the balance of the Warrant Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its office in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that
certificates representing such shares of Common Stock shall not then be actually
delivered to the Holder, but would be delivered at a later date in the normal
course.


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<PAGE>

         2. RESERVATION OF SHARES, FRACTIONAL SHARES.

                  (a) SHC hereby agrees that at all times it shall reserve for
issue and delivery upon exercise of this Warrant such number of shares of its
Common Stock as shall be required for issue and delivery upon exercise of this
Warrant.

                  (b) No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With respect to any
fraction of a share called for upon exercise hereof, SHC shall pay to the Holder
an amount in cash equal to such fraction multiplied by the then current market
value of a share of Common Stock, determined as follows:

                           (i) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
the current value shall be the last reported sale price of the Common Stock on
such exchange on the last business day prior to the date of exercise of this
Warrant or if no such sale is made on such day, the average closing bid and
asked prices for such day on such exchange; or

                           (ii) If the Common Stock is not listed or admitted to
unlisted trading privileges the current value shall be the mean of the last
reported bid and ask prices reported by the National Quotation Bureau, Inc. or
such other quotation service as the Company may choose, on the last business day
prior to the date of the exercise of this Warrant; or

                           (iii) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and ask prices are not so
reported, the current value shall be an amount, not less than book value,
determined in such reasonable manner as may be prescribed by the Board of
Directors of the SHC.

         3. EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense to the Holder, at the option of the Holder, upon
presentation and surrender hereof to the SHC for other Warrants of different
denominations entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Any such exchange shall
be made by surrender of this Warrant to SHC or at the office of its agent, if
any, with the assignment form annexed duly executed. Subject to compliance with
the provisions of applicable law, SHC, without charge to the Holder, shall
execute and deliver a new Warrant in the name of any assignee named in such
instrument or assignment, and this Warrant shall promptly be canceled. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by SHC of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, SHC will execute and
deliver a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
SHC whether or not this Warrant so lost, stolen, destroyed or mutilated shall be
at any time enforceable by anyone.


<PAGE>

         4. RIGHTS OF THE HOLDER. Until the Expiration Date, this Warrant shall
entitle the holder hereof to any and all voting rights as a stockholder of SHC
with respect to all of the Warrant Shares issuable hereunder, whether or not
this Warrant has been exercised by Holder in whole or in part. No provision of
this Warrant, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of SHC, whether such liability is
asserted by SHC or by creditors of SHC.

         5. STOCK DIVIDENDS; RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION
PROVISIONS. This Warrant is subject to the following further provisions:

                  (a) In case, prior to the expiration of this Warrant by
exercise or by its terms, SHC shall issue any shares of Common Stock as a stock
dividend or subdivide the number of outstanding shares of Common Stock into a
greater number of shares, then in either of such cases, the Exercise Price per
share of the Warrant Shares purchasable pursuant to this Warrant in effect at
the time of such action shall be proportionately reduced, and the number of
Warrant Shares at that time purchasable pursuant to this Warrant shall be
proportionately increased; and conversely, in the event SHC shall contract the
number of outstanding shares of Common Stock by combining such shares into a
smaller number of shares, then, in such case, the Exercise Price per share of
the Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately increased, and the number of Warrant Shares
at the time purchasable pursuant to this Warrant shall be proportionally
decreased. Any dividend paid or distributed upon the Common Stock in stock of
any other class or securities convertible into shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon the conversion thereof.

                  (b) In case, prior to the expiration of this Warrant by
exercise or by its terms, SHC shall be recapitalized by reclassifying its Common
Stock into stock with a different par value, or the Company or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or of any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" in the event of any consolidation or
merger of any such corporation with, or the sale of all or substantially all of
the property of any such corporation to another corporation or corporations), in
exchange for stock or securities of a successor corporation, the Holder of this
Warrant shall thereafter have the right to purchase, upon the terms and
conditions and during the time specified in this Warrant, in lieu of the Warrant
Shares theretofore purchasable upon the exercise of this Warrant, the kind and
number of shares of stock and other securities receivable upon such
recapitalization or consolidation, merger or conveyance by a holder of the
number of shares of Common Stock which the Holder of this Warrant might have
purchased immediately prior to such recapitalization or consolidation, merger or
conveyance.

                  (c) Upon the occurrence of each event requiring an adjustment
of the Exercise Price and of the number of Warrant Shares purchasable pursuant
to this Warrant in accordance with and as required by, the terms of subdivision
(a) of this Section 5, SHC shall compute the adjusted Exercise Price and the
adjusted number of Warrant Shares purchasable at such adjusted


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<PAGE>

Exercise Price by reason of such event in accordance with the provisions of
subdivision (a) and shall prepare an officer's certificate setting forth such
adjusted Exercise Price and the adjusted number of Warrant Shares and showing in
detail the facts upon which such conclusions are based. SHC shall forthwith mail
a copy of such certificate to each Holder of this Warrant at the Holder's
address shown in the Company's Warrant Registry, and thereafter such certificate
shall be conclusive and binding upon such Holder unless contested by such Holder
by written notice to SHC thirty (30) days after receipt of the certificate.

                  (d)      In case:

                           (i) SHC shall take a record of the holders of its
Common Stock for the purpose of entitling them to subscribe for or purchase any
shares of stock of any class or to receive any other rights; or

                           (ii) of a classification, reclassification or other
reorganization of the capital stock of SHC, consolidation or merger of SHC with
or into another corporation or conveyance of all or substantially all of the
assets of SHC; or

                           (iii) of the voluntary or involuntary dissolution,
liquidation or winding up of SHC,

then, and in any such case, SHC shall mail to the Holder of this Warrant at the
Holder's address shown in SHC's Warrant Registry a notice stating the date or
expected date (the "Record Date") on which a record is to be taken for the
purpose of such classification, reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, as
the case may be. Such notice shall then specify the date or expected date, if
any is to be fixed, as of which holders of Common Stock of record shall be
entitled to participate in said subscription, or shall be entitled to exchange
shares of Common Stock for securities or other property deliverable upon such
liquidation or winding up, as the case may be. Such notice shall be provided at
least thirty (30) days prior to the Record Date.

                  (e) In case SHC at any time while this Warrant shall remain
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, the
Holder of this Warrant may receive, upon exercise hereof prior to the Record
Date, in lieu of each share of Common Stock of SHC which it would have been
entitled to receive, the same number of any securities or assets as may be
issuable, distributable or payable upon any such dissolution, liquidation or
winding up with respect to each share of Common Stock of SHC.

         6. RESTRICTION ON TRANSFERABILITY. (a) This Warrant and the shares of
SHC issuable upon the exercise of this Warrant have not been registered under
the Securities Act of 1933, as amended (the "Act"). By acceptance hereof, the
Holder covenants, agrees and represents that:

                           (i) This Warrant has been acquired for, and such
shares, if acquired upon the exercise of this Warrant, shall be acquired for,
investment and may not be sold, offered for sale, pledged, hypothecated or
otherwise transferred, in the absence of an effective registration


<PAGE>

statement for such securities under the Act or an opinion of counsel reasonably
satisfactory to SHC to the effect that registration is not required under the
Act, and the Holder has the capacity to protect his interests in connection with
the purchase of this Warrant.

                           (ii) The Holder has had the opportunity to ask
questions and receive answers from SHC about SHC's business and the purchase by
him of these securities, and he has been given the opportunity to make any
inquiries that he may desire of any personnel of SHC concerning the proposed
operation of SHC and has been furnished with all of the information he has
requested. No advertisement has been used in connection with the offer or sale
of this Warrant to the Holder.

                           (iii) The Holder will not offer, sell, transfer,
mortgage, assign or otherwise dispose of this Warrant or the shares of Common
Stock issuable upon the exercise of this Warrant except pursuant to a
registration statement under the Act and qualification under applicable state
securities laws or pursuant to an opinion of counsel reasonably satisfactory to
SHC that such registration and qualification are not required, and that the
transaction (if it involves a sale in the over-the-counter market or on a
securities exchange) does not violate any provision of the Act. The Holder
understands that a stop-transfer order will be placed on the books of SHC
respecting this Warrant and any certificates representing the shares of Common
Stock issuable upon the exercise of this Warrant and that this Warrant and any
such certificates shall bear a restrictive legend and a stop transfer order
shall be placed with the transfer agent prohibiting any such transfer until such
time as the securities represented by such certificates shall have been
registered under the Act or shall have been transferred in accordance with an
opinion of counsel reasonably satisfactory to SHC that such registration is not
required; and

                           (iv) The Holder understands that he must hold the
shares issuable upon the exercise of this Warrant indefinitely unless they are
registered under the Act or an exemption from registration becomes available.
Although SHC files reports pursuant to the Securities Act of 1934 and
accordingly makes available to the public the information required by Rule 144,
nothing contained in this Warrant shall require SHC to continue to make
available to the public such information.

                  (b) Each certificate for the shares issued upon the exercise
of the Warrant shall bear a legend in substantially the following form:

                           "The shares represented by this Certificate have not
                  been registered under the Securities Act of 1933, as amended
                  (the "Act") and may not be sold, offered for sale, pledged,
                  hypothecated or otherwise transferred except pursuant to a
                  registration statement under the Act or an exemption from
                  registration under the Act or the rules and regulations
                  thereunder."

         7. REGISTRATION OF WARRANT SHARES FOR DISTRIBUTION. SHC hereby
covenants and agrees with the Holder that if, at any time before the time this
Warrant expires, SHC proposes to file with the Securities and Exchange
Commission ("SEC") on its own behalf and/or on behalf of any of the holders of
its Common Stock, a Registration Statement under the Act, on any form


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permitting the resale of Warrant Shares under a "shelf registration" or on any
other form for the general registration of the Common Stock of SHC for cash,
then SHC shall give notice to the Holder, at least 20 days before the filing,
with the SEC, of such proposed Registration Statement. The notice shall offer to
include in such filing, to the extent then permissible under the Act, all of the
Warrant Shares on behalf of Holders of such shares. The Holder shall then have a
period of up to 10 days after the date of the mailing of such notice by SHC
within which to advise SHC of his election to include all or any part of his
Warrant Shares in such Registration Statement, setting forth the number of
Warrant Shares for which registration is being requested. SHC shall thereupon
include in such filing, subject to the limitation hereinafter referred to, such
Warrant Shares proposed to be offered for sale and shall use its best efforts to
effect registration under the Act of such Warrant Shares. The Holder may elect
to include Warrant Shares in such Registration Statement which have not yet been
acquired by exercise of the Warrants, provided, however, that in such event, the
Holder shall exercise the Warrants with respect to such shares, and shall pay
the Exercise Price of such Warrant Shares in the manner provided in Section 1
hereof, prior to any sale of such shares.

         The right of the Holder to include such Warrant Shares in a
Registration Statement provided for herein shall be subject to the following
conditions:

                  (a) SHC, in its sole discretion, shall select the underwriter
or underwriters, if any, who are to undertake the sale and distribution of the
Warrant Shares to be included in a Registration Statement filed under the
provisions of this Section 7; and

                  (b) SHC shall have the right to require, in any offering to be
made solely, or in part, for its own account, that the Holder delay any offering
of Warrant Shares to be included on behalf of the Holder for a period of ninety
(90) days after the first effective date of such Registration Statement, upon
SHC first having delivered to the Holder the written opinion of its underwriter
to the effect that the inclusion of such securities in the Registration
Statement may have an adverse effect on the marketing of such offering;
provided, however, that in the event of such delay, SHC shall maintain the
effectiveness of the Registration Statement, for which purpose SHC shall prepare
and file such amendments and supplements to the Registration Statement and
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for a period of ninety (90) days after the
effective date of the post-effective amendment pursuant to which the Holder is
entitled to sell the Warrant Shares.

         The Holder agrees to cooperate with SHC in the preparation and filing
of any Registration Statement hereunder and shall promptly provide to SHC such
information as it may reasonably request to enable it to comply with any
applicable law or regulation to facilitate the preparation of the Registration
Statement. SHC shall bear the legal, accounting and printing expenses in
connection with the preparation and filing of any Registration Statement
provided herein, together with all other expenses incidental thereto, except (i)
the expense of the underwriter or underwriters selected by the Holder (if other
than the underwriters selected by SHC), (ii) the legal fees and expenses of the
Holder's counsel, (iii) brokerage commissions and transfer taxes, if any, in
connection with the sale or distribution of the Shares by the Holder; and (iv)
the expense of registering, or obtaining (or determining the availability of) an
exemption


<PAGE>

from the registration of shares of SHC's Common Stock for sale in any state or
other jurisdiction other than Illinois or such other jurisdiction in which SHC
registers Shares or obtains an exemption from registration at the request of
another holder or other holders of warrants, provided that, if the Holder and
another holder or other holders of warrants each request that SHC register
Shares or obtain an exemption in such other jurisdiction, the expense thereof
may be allocated on an equitable basis between or among the Holder and such
other holder or holders who make such request.

         SHC shall furnish to the Holder, without charge, a copy of the
Registration Statement and of each amendment and supplement thereto, including
all financial statements and exhibits, and such number of conformed copies of
the Registration Statement and of each amendment thereto, including all
financial statements, but excluding exhibits, as the Holder may reasonably
request.

         SHC shall furnish to the Holder, as soon as possible after the
effective date of such Registration Statement or post-effective Amendment
thereto and thereafter, from time to time, during the period or ninety (90)
days, as many copies of the prospectus (and of any amended or supplemental
prospectus) as the Holder may reasonably request. If, during such period, any
event occurs as a result of which the prospectus, as then amended or
supplemented, would include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading, or it shall be
necessary to amend or supplement the prospectus to comply with the law or with
the rules and regulations promulgated by the SEC, SHC shall forthwith notify the
Holder thereof and at the request of Holder, prepare and furnish to the Holder,
in such quantity as the Holder may reasonably request, an amendment or
supplement which shall correct such statement or omission or cause the
prospectus to comply with the law and with said rules and regulations.

         SHC, when and as requested by the Holder, shall take all action
necessary to permit the offering of the Warrant Shares as contemplated hereby
under the securities laws of such states as the Holder shall designate at the
sole expense of the Holder; provided, however, that SHC shall not be required to
qualify as a foreign corporation or to file a consent to service of process in
any state in which it is not then so qualified or in which it has not then filed
such consent notwithstanding the Holder's agreement to pay the costs thereof.

         Except as set forth below, SHC, on the one hand, and the Holder, on the
other hand, shall each indemnify and hold harmless the other and any officer,
director, employee, agent or attorney thereof from and against any losses,
claims, actions, damages or liabilities to which the other may become subject,
under the Act or any State Act (as hereinafter defined) or otherwise, insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, or any Prospectus, whether final or preliminary,
forming a part thereof, or any amendment or supplement thereto, or any blue sky
application or other document filed in any state or other jurisdiction in order
to qualify any shares for offer or sale under the laws of any such state or
other jurisdiction ("State Act") (all of the foregoing referred to herein as
"Registration Material"), or the omission or alleged omission of any material
fact required to be stated therein or necessary


                                       7
<PAGE>

to make the statements therein not misleading, or in breach, or non-compliance
with, any duty of disclosure imposed upon such party under the Act or any State
Act in connection with such Registration Material; provided, however, that the
Holder's obligation to indemnify SHC and any officer, director, employee, agent
or attorney thereof shall be limited to any losses, claims, actions, damages or
liabilities which are based on written information supplied to SHC by the Holder
(or the failure of the Holder to supply material information requested by SHC)
specifically for inclusion in the Registration Material, and SHC's obligation to
indemnify the Holder shall be discharged to the extent of the foregoing.

         The Holder further agrees to indemnify and hold harmless SHC and any
officer, director, employee, agent or attorney thereof from and against any
losses, claims, damages, fines, penalties, costs, expenses or liabilities
arising out of or based on the offer or sale or alleged offer or sale by the
Holder of any shares in, or to any person residing in any state in which the
shares have not been qualified for offer or sale, or otherwise in violation of
the Act or any State Act or of the terms and conditions of this Warrant.

         Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof may be made against any indemnifying party pursuant to this Agreement,
notify each indemnifying party in writing of the commencement thereof; and the
omission so to notify each indemnifying party will relieve such party from any
liability pursuant to this Agreement as to the particular item for which
indemnification is then being sought. In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel who shall be reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. An indemnifying party shall not be liable to any indemnified
party on account of any settlement of any claim or action effected without the
consent of an indemnifying party.

         The Holder shall execute and deliver to the underwriter or underwriters
an indemnification agreement in such form as may reasonably be requested and
refusal of a Holder to comply with this obligation shall nullify SHC's
obligation to register the Warrant shares.

         The inclusion of the Warrant Shares in any Registration Statement shall
not be required if counsel of SHC shall render an opinion, in writing, that all
of the Holder's Warrant Shares, proposed to be included in such Registration
Statement, may be publicly distributed by the Holder without registration under
the Act in which case the restrictive legend and stop transfer shall be removed.

         8. REGISTRATION ON THE BOOKS OF SHC. SHC shall keep, or cause to be
kept, at its office at 390 South Eighth Street, West Dundee, Illinois, 60118, a
register in which SHC shall


<PAGE>

register this Warrant. No transfer of this Warrant shall be valid unless made at
such office and noted on the Warrant register upon satisfaction of all
conditions for transfer. When presented for transfer or payment, this Warrant
shall be accompanied by a written instrument or instruments of transfer or
surrender, in form satisfactory to SHC, duly executed by the registered Holder
or by his duly authorized attorney. SHC may deem and treat the registered Holder
hereof as the absolute owner of this Warrant for all purposes, and SHC shall not
be affected by any notice to the contrary.

         9. GOVERNING LAW. This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the internal laws of
the State of Illinois, and not its conflict of laws provisions.

         IN WITNESS WHEREOF, SHC has caused this Warrant to be executed by its
duly authorized officer.

                                            SHC CORP.

                                            By:      /s/ Frank A. Contaldo
                                                     ---------------------------

                                            Title:        CEO
                                                     ---------------------------
Agreed to and accepted.

HOLDER:
/s/ Terrence L. Donati
---------------------------------

Date:           8-15-99
         ---------------------------


                                       9
<PAGE>

                                  PURCHASE FORM





                                                   Dated _________________, ____


         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing __________ shares of Common Stock and hereby
makes payment of $__________ in payment of the exercise price thereof.


                             -----------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name_____________________________________________________________
                  (Please typewrite or print in block letters)


Address__________________________________________________________


Social Security or other Taxpayer Identification Number__________


                                        Signature /s/ Terrence L. Donati
                                                 -------------------------------



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.


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