<PAGE>

EXHIBIT 10.7

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
     ACCORDANCE WITH RULE 144, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
     THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY,
     STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
     FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                      CONTINENTAL SOUTHERN RESOURCES, INC.
                           Void after November 4, 2004

    This certifies that, for value received, HUMBER TB. POWELL, III ("Holder"),
is entitled, subject to the terms set forth below, to purchase from CONTINENTAL
SOUTHERN RESOURCES, INC., a Nevada corporation (the "Company"), shares of the
common stock, $.001 par value per share, of the Company ("Common Stock"), as
constituted on the date hereof (the "Option Issue Date"), with the Notice of
Exercise attached hereto duly executed, and simultaneous payment therefor in
lawful money of the United States or as otherwise provided in Section 3 hereof,
at the Exercise Price then in effect. The number, character and Exercise Price
of the shares of Common Stock issuable upon exercise hereof are subject to
adjustment as provided herein.

     1. TERM OF OPTION. This Option shall be exercisable, in whole or in part,
during the term commencing on the Option Issue Date and ending at 5:00 p.m. CST
on November 4, 2004 (the "Option Expiration Date") and shall be void thereafter.

     2. NUMBER OF SHARES AND EXERCISE PRICE.

          2.1 NUMBER OF SHARES. The number of shares of Common Stock which may
be purchased pursuant to this Option shall be 100,000 shares (the "Shares"),
subject, however, to adjustment pursuant to Section 11 hereof.

          2.2 EXERCISE PRICE. The Exercise Price at which this Option, or
portion thereof, may be exercised shall be $5.00 per Share, subject, however, to
adjustment pursuant to Section 11 hereof.

     3. EXERCISE OF OPTION.

          3.1 PAYMENT OF EXERCISE PRICE. Subject to the terms hereof, the
purchase rights represented by this Option are exercisable by the Holder in
whole or in part, at any time, or from time to time, by the surrender of this
Option and the Notice of Exercise annexed hereto duly completed and executed on
behalf of the Holder, at the office of the Company (or such


<PAGE>

other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company) accompanied by payment of the Exercise Price in full either (i) in cash
or by bank or certified check for the Shares with respect to which this Option
is exercised; (ii) by delivery to the Company of shares of the Company's Common
Stock having a Fair Market Value (as defined below) equal to the aggregate
Exercise Price of the Shares being purchased which Holder is the record and
beneficial owner of and which have been held by the Holder for at least six (6)
months; or (iii) by delivering to the Company a Notice of Exercise together with
an irrevocable direction to a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to sell a sufficient
portion of the Shares and deliver the sales proceeds directly to the Company to
pay the Exercise Price; or (iv) by any combination of the procedures set forth
in subsections (i), (ii) and (iii) of this Section 3.1.

          3.2 FAIR MARKET VALUE. If previously owned shares of Common Stock are
tendered as payment of the Exercise Price, the value of such shares shall be the
"Fair Market Value" of such shares on the trading date immediately preceding the
date of exercise. For the purpose of this Agreement, the "Fair Market Value"
shall be:

               (a) If the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
Fair Market Value on any given date shall be the average of the highest bid and
lowest asked prices of the Common Stock as reported for such date or, if no bid
and asked prices were reported for such date, for the last day preceding such
date for which such prices were reported;

               (b) If the Common Stock is admitted to trading on a United States
securities exchange or the NASDAQ National Market System, the Fair Market Value
on any date shall be the closing price reported for the Common Stock on such
exchange or system for such date or, if no sales were reported for such date,
for the last day preceding such date for which a sale was reported;

               (c) If the Common Stock is traded in the over-the-counter market
and not on any national securities exchange nor in the NASDAQ Reporting System,
the Fair Market Value shall be the average of the mean between the last bid and
ask prices per share, as reported by the National Quotation Bureau, Inc., or an
equivalent generally accepted reporting service, or if not so reported, the
average of the closing bid and asked prices for a share as furnished to the
Company by any member of the National Association of Securities Dealers, Inc.,
selected by the Company for that purpose; or

               (d) If the Fair Market Value of the Common Stock cannot be
determined on the basis previously set forth in this definition on the date that
the Fair Market Value is to be determined, the Board of Directors of the Company
shall in good faith determine the Fair Market Value of the Common Stock on such
date.

If the tender of previously owned shares would result in an issuance of a whole
number of Shares and a fractional Share of Common Stock, the value of such
fractional share shall be paid to the Company in cash or by check by the Holder.


                                       2
<PAGE>

          3.3. TERMINATION OF STATUS AS A DIRECTOR; DEATH.

               (a) If Holder shall cease to serve as a member of the Board of
Directors of the Company, all Options to which Holder is then entitled to
exercise may be exercised only within ninety (90) days after such event and
prior to the Option Termination Date; provided, however, in the event that such
cessation shall be for cause, as determined by the Board of Directors of the
Company, then this Option shall forthwith terminate.

               (b) If Holder shall die while serving as a member of the Board of
Directors of the Company and prior to the Option Termination Date, any Options
then exercisable may be exercised only within one (1) year after Holder's death,
prior to the Option Termination Date and only by the Holder's personal
representative or persons entitled thereto under the Holder's will or the laws
of descent and distribution.

               (c) This Option may not be exercised for more Shares (subject to
adjustment as provided in Section 11 hereof) after Holder ceases to serve as a
member of the Board of Directors of the Company or death, as the case may be,
than the Holder was entitled to purchase thereunder at the time of the
termination of Holder's status as a member of the Board of Directors or death.

          3.4 EXERCISE DATE; DELIVERY OF CERTIFICATES. This Option shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above, and Holder shall be
treated for all purposes as the holder of record of such Shares as of the close
of business on such date. As promptly as practicable on or after such date and
in any event within ten (10) days thereafter, the Company at its expense shall
issue and deliver to the Holder a certificate or certificates for the number of
Shares issuable upon such exercise. In the event that this Option is exercised
in part, the Company at its expense will execute and deliver a new Option of
like tenor exercisable for the number of shares for which this Option may then
be exercised.

     4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.

     5. REPLACEMENT OF OPTION. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Option and, in
the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Option, the Company at its
expense shall execute and deliver, in lieu of this Option, a new Option of like
tenor and amount.

     6. RIGHTS OF STOCKHOLDER. Except as otherwise contemplated herein, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or


                                       3
<PAGE>

any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, or change of stock to no
par value, consolidation, merger, conveyance or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until
the Option shall have been exercised as provided herein.

     7. TRANSFER OF OPTION.

          7.1. NON-TRANSFERABILITY. This Option shall not be assigned,
transferred, pledged or hypothecated in any way, nor subject to execution,
attachment or similar process, otherwise than by will or by the laws of descent
and distribution. Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof, and the levy
of an execution, attachment, or similar process upon the Option, shall be null
and void and without effect.

          7.2. COMPLIANCE WITH SECURITIES LAWS; RESTRICTIONS ON TRANSFERS. In
addition to restrictions on transfer of this Option and Shares set forth in
Section 7.1 above.

               (a) The Holder of this Option, by acceptance hereof, acknowledges
that this Option and the Shares to be issued upon exercise hereof are being
acquired solely for the Holder's own account and not as a nominee for any other
party, and for investment (unless such shares are subject to resale pursuant to
an effective prospectus), and that the Holder will not offer, sell or otherwise
dispose of any Shares to be issued upon exercise hereof except under
circumstances that will not result in a violation of applicable federal and
state securities laws. Upon exercise of this Option, the Holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the Shares of Common Stock so purchased are being acquired solely
for the Holder's own account and not as a nominee for any other party, for
investment (unless such shares are subject to resale pursuant to an effective
prospectus), and not with a view toward distribution or resale.

               (b) Neither this Option nor any share of Common Stock issued upon
exercise of this Option may be offered for sale or sold, or otherwise
transferred or sold in any transaction which would constitute a sale thereof
within the meaning of the 1933 Act, unless (i) such security has been registered
for sale under the 1933 Act and registered or qualified under applicable state
securities laws relating to the offer an sale of securities; (ii) exemptions
from the registration requirements of the 1933 Act and the registration or
qualification requirements of all such state securities laws are available and
the Company shall have received an opinion of counsel satisfactory to the
Company that the proposed sale or other disposition of such securities may be
effected without registration under the 1933 Act and would not result in any
violation of any applicable state securities laws relating to the registration
or qualification of securities for sale, such counsel and such opinion to be
satisfactory to the Company.


                                       4
<PAGE>

               (c) All Shares issued upon exercise hereof shall be stamped or
imprinted with a legends in substantially the following form (in addition to any
legend required by state securities laws).

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
     ACCORDANCE WITH RULE 144, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
     THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY,
     STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
     FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     8. RESERVATION AND ISSUANCE OF STOCK; PAYMENT OF TAXES.

               (a) The Company covenants that during the term that this Option
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Shares
upon the exercise of this Option, and from time to time will take all steps
necessary to amend its Certificate of Incorporation to provide sufficient
reserves of shares of Common Stock issuable upon the exercise of the Option.

               (b) The Company further covenants that all shares of Common Stock
issuable upon the due exercise of this Option will be free and clear from all
taxes or liens, charges and security interests created by the Company with
respect to the issuance thereof, however, the Company shall not be obligated or
liable for the payment of any taxes, liens or charges of Holder, or any other
party contemplated by Section 7, incurred in connection with the issuance of
this Option or the Common Stock upon the due exercise of this Option. The
Company agrees that its issuance of this Option shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock upon
the exercise of this Option. The Common Stock issuable upon the due exercise of
this Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.

               (c) Upon exercise of the Option, the Company shall have the right
to require the Holder to remit to the Company an amount sufficient to satisfy
federal, state and local tax withholding requirements prior to the delivery of
any certificate for Shares of Common Stock purchased pursuant to the Option, if
in the opinion of counsel to the Company such withholding is required under
applicable tax laws.

               (d) If Holder is obligated to pay the Company an amount required
to be withheld under applicable tax withholding requirements may pay such amount
(i) in cash; (ii) in the discretion of the Board of Directors of the Company,
through the delivery to the Company of previously-owned shares of Common Stock
having an aggregate Fair Market Value equal to the


                                       5
<PAGE>

tax obligation provided that the previously owned shares delivered in
satisfaction of the withholding obligations must have been held by the Holder
for at least six (6) months; (iii) in the discretion of the Board of Directors
of the Company, through the withholding of Shares of Common Stock otherwise
issuable to the Holder in connection with the Option exercise; or (iv) in the
discretion of the Board of Directors of the Company, through a combination of
the procedures set forth in subsections (i), (ii) and (iii) of this Section
8(d).

     9. NOTICES.

               (a) Whenever the Exercise Price or number of shares purchasable
hereunder shall be adjusted pursuant to Section 11 hereof, the Company shall
issue a certificate signed by its Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Option.

               (b) All notices, advices and communications under this Option
shall be deemed to have been given, (i) in the case of personal delivery, on the
date of such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing, addressed as follows:

                    If to the Company:

                    Continental Southern Resources, Inc.
                    111 Presidential Boulevard
                    Suite 158A
                    Bala Cynwyd, PA 19004

                    With a copy to:

                    Spector Gadon & Rosen, PC
                    1635 Market Street, 7th Floor
                    Philadelphia, Pa.  19103
                    Attn.:  Vincent A. Vietti, Esquire

                    and to the Holder:

                    Humber TB. Powell, III

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

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

     Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Paragraph 9.


                                       6
<PAGE>

     10. AMENDMENTS.

               (a) Any term of this Option may be amended with the written
consent of the Company and the Holder. Any amendment effected in accordance with
this Section 10 shall be binding upon the Holder, each future holder and the
Company.

               (b) No waivers of, or exceptions to, any term, condition or
provision of this Option, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

     11. ADJUSTMENTS. The number of Shares of Common Stock purchasable hereunder
and the Exercise Price is subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          11.1. REORGANIZATION, MERGER OR SALE OF ASSETS. If at any time while
this Option, or any portion thereof, is outstanding and unexpired there shall be
(i) a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein); or (ii) a merger or
consolidation of the Company in which the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, then, as a part of such reorganization, merger, or consolidation,
lawful provision shall be made so that the holder of this Option shall upon such
reorganization, merger, or consolidation, have the right by exercising such
Option, to purchase the kind and number of shares of Common Stock or other
securities or property (including cash) otherwise receivable upon such
reorganization, merger or consolidation by a holder of the number of shares of
Common Stock that might have been purchased upon exercise of such Option
immediately prior to such reorganization, merger or consolidation. The foregoing
provisions of this Section 11.1 shall similarly apply to successive
reorganizations, consolidations or mergers. If the per-share consideration
payable to the Holder hereof for shares in connection with any such transaction
is in a form other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Company's Board of
Directors. In all events, appropriate adjustment (as determined in good faith by
the Company's Board of Directors) shall be made in the application of the
provisions of this Option with respect to the rights and interests of the Holder
after the transaction, to the end that the provisions of this Option shall be
applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Option.


                                       7
<PAGE>

          11.2. RECLASSIFICATION. If the Company, at any time while this Option,
or any portion thereof, remains outstanding and unexpired, by reclassification
of securities or otherwise, shall change any of the securities as to which
purchase rights under this Option exist into the same or a different number of
securities of any other class or classes, this Option shall thereafter represent
the right to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities that were
subject to the purchase rights under this Option immediately prior to such
reclassification or other change and the Exercise Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 11.

          11.3. SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the Company at
any time while this Option, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Option exist, into a different number of securities of the
same class, the Exercise Price and the number of shares issuable upon exercise
of this Option shall be proportionately adjusted.

          11.4. ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. If while this Option, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Option exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible Stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Option shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this Option,
and without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Option on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock, other securities or property available by this Option as
aforesaid during such period.

          11.5 GOOD FAITH. The Company will not, by any voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Option against impairment.

     12. FUNDAMENTAL TRANSACTION. For purposes of this Section 12, a
"Fundamental Transaction" shall mean (i) the dissolution or liquidation of the
Company; (ii) a merger, reorganization or consolidation in which the Company is
acquired by another person or entity (other than a holding company formed by the
Company); (iii) the sale of all or substantially all of the assets of the
Company to any person or persons; or (iv) the sale in a single transaction or a
series of related transactions of voting stock representing more than fifty
percent (50%) of the voting power of all outstanding shares of the Company to
any person or persons. In the event of a Fundamental Transaction, Holder shall
be given at least 15 days prior written notice of a Fundamental Transaction and
shall be permitted to exercise this Option during this 15 day


                                       8
<PAGE>

period. In the event of a Fundamental Transaction, any Options which are neither
assumed or substituted for in connection with the Fundamental Transaction nor
exercised as of the date of the Fundamental Transaction, shall terminate and
cease to be outstanding effective as of the date of the Fundamental Transaction,
unless otherwise provided by the Board of Directors of the Company.

     13. SEVERABILITY. Whenever possible, each provision of this Option shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Option is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

     14. GOVERNING LAW. The corporate law of the State of Nevada shall govern
all issues and questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity,
interpretation and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance with, the laws of the
State of Pennsylvania, without giving effect to any choice of law or conflict of
law rules or provisions (whether of the State of Pennsylvania or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Pennsylvania.

     15. JURISDICTION. The Holder and the Company agree to submit to personal
jurisdiction and to waive any objection as to venue in the federal or state
courts of Pennsylvania. Service of process on the Company or the Holder in any
action arising out of or relating to this Option shall be effective if mailed to
such party at the address listed in Section 9 hereof.

     16. ARBITRATION. If a dispute arises as to interpretation of this Option,
it shall be decided finally by three arbitrators in an arbitration proceeding
conforming to the Rules of the American Arbitration Association applicable to
commercial arbitration. The arbitrators shall be appointed as follows: one by
the Company, one by the Holder and the third by the said two arbitrators, or, if
they cannot agree, then the third arbitrator shall be appointed by the American
Arbitration Association. The third arbitrator shall be chairman of the panel and
shall be impartial. The decision of a majority of the arbitrators shall be
conclusively binding upon the parties and final, and such decision shall be
enforceable as a judgment in any court of competent jurisdiction. Each party
shall pay the fees and expenses of the arbitrator appointed by it, its counsel
and its witnesses. The parties shall share equally the fees and expenses of the
impartial arbitrator.

     17. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. The execution,
delivery and performance by the Company of this Option: (i) are within the
Company's corporate power; (ii) have been duly authorized by all necessary or
proper corporate action; (iii) are not in contravention of the Company's
certificate of incorporation or bylaws; (iv) will not violate in any material
respect, any law or regulation, including any and all Federal and state
securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will


                                       9
<PAGE>

not, in any material respect, conflict with or result in the breach or
termination of, or constitute a default under any agreement or other material
instrument to which the Company is a party or by which the Company is bound.

     18. SUCCESSORS AND ASSIGNS. This Option shall inure to the benefit of and
be binding on the respective successors, assigns and legal representatives of
the Holder and the Company.

     IN WITNESS WHEREOF, the Company and Holder have caused this Option to be
executed on this 5th day of November, 2002.


                                            CONTINENTAL SOUTHERN RESOURCES, INC.


                                            By:
                                                --------------------------------
                                                     Stephen P. Harrington
                                                     President


                                       10
<PAGE>

AGREED AND ACCEPTED:

HUMBER TB. POWELL, III

---------------------
     Signature
      Humbert

                                       11
<PAGE>

                               NOTICE OF EXERCISE

TO:  [_____________________________]

     (1) The undersigned hereby elects to purchase _______ shares of Common
Stock of CONTINENTAL SOUTHERN RESOURCES, INC. pursuant to the terms of the
attached Option, and tenders herewith payment of the purchase price for such
shares in full in the following manner (please check one of the following
choices):

     [_]  In Cash

     [_]  Cashless exercise through a broker; or

     [_]  Delivery of previously owned Shares.

     (2) In exercising this Option, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, and for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer, sell or otherwise dispose of any such shares of Common Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

     (3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.

                                                     HUMBER B. POWELL, III


--------------------------                           ---------------------------
(Date)                                               (Signature)


                                       12



<PAGE>