SELLING RESTRICTIONS

     The Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or territory within the
jurisdiction of the United States, and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons,
except in accordance with Regulation S under the Securities Act.  The
Shares will be placed in accordance with Rule 903 of Regulation S (as
provided below) under the Securities Act and in compliance with the
offering restrictions requirement of Regulation S.  (Terms used herein
have the meanings given to them by Regulation S.)  Each person that
purchases a share in this Issue will receive a share certificate bearing a
legend substantially to the following effect:

     "THE SHARES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
     ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
     OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
     OFFERED AND SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
     ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH
     REGULATION S UNDER THE SECURITIES ACT.  TERMS USED ABOVE HAVE
     THE MEANINGS GIVEN TO THEM BY REGULATION S AS PROMULGATED BY THE
     UNITED STATES SECURITIES AND EXCHANGE COMMISSION."

     An offer or sale of Shares within the United States except as
described above, may violate the registration requirements of the
Securities Act.  The U.S. Securities and Exchange Commission (the "SEC")
has recently amended Regulation S to change the holding period for resales
back into the United States from forty (40) days to one (1) year.
Securities sold under Regulation S are now classified as "restricted
securities" subject to the resale restrictions of Rule 144.  As a result,
unless the Shares acquired in this Issue are registered with the SEC for
resale, purchasers of Shares may not resell their Shares into the United
States or to United States persons except in accordance with the volume
limitations, manner of sale, and filing requirements of Rule 144 after the
one (1) year holding period.  As a result, the Company has agreed to file
a Form S-3 registration statement with the SEC covering the Shares sold
hereunder as soon as practicable after the close of this Issue.  The
effect of such registration, when it is declared effective by the SEC,
will be to remove all restrictions on resales into the U.S. by purchasers
in the Issue other than a prospectus delivery requirement.  There can be
no assurance as to how quickly the SEC will exercise its discretionary
authority to register the Shares.  In the Company's last registration of
Shares that had been previously issued in a Regulation S offering, the
registration statement was declared effective only 35 days after the close
of the Issue.  In the preceding instance, however, the Shares were not
registered until 75 days after the registration statement was first filed
with the SEC.  While the Company will make its best efforts to effect a
prompt registration of the Shares for resale, the recent advent of "Plain
English" review of registration statements by the SEC has delayed the
registration process for many issuers by an additional thirty (30) days or
more.

     Generally speaking, in the absence of an effective registration with
the SEC, purchasers of the Shares may sell their Shares into the U.S. only
under Rule 144.  In general, under Rule 144 as currently in effect, an
"affiliate" of the Company, or a person who has beneficially owned shares
which are "restricted securities" for at least one year, is entitled to
sell within any three-month period a number of shares that does not exceed
the greater of: (i) one percent (1%) of the then outstanding shares of
Common Stock of the Company, or (ii) the average weekly trading volume of
the Common Stock during the four calendar weeks preceding a sale by such
person.  Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about the Company.  Under Rule 144(k), however, a person who
is not, and for the three months prior to the sale of such shares has not
been, an "affiliate" of the Company is free to sell shares which are
"restricted securities" which have been held for at least two years
without regard to the limitations contained in Rule 144.

     Kestrel, and each participating broker, if any ("Seller") (i) will
not offer or sell any Shares in the United Kingdom, by means of any
document, other than to persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent (or in
circumstances which do not constitute an offer to the public within the
meaning of the Companies Act 1985); (ii) has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Shares in, from or otherwise
involving the United Kingdom; and (iii) has only issued or passed on and
will only issue or pass on in the United Kingdom this document or any
other document received by it in connection with the issue of the Shares
to a person who is of a kind described in Article 9(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1988 or
is a person to whom the document may otherwise lawfully be issued and
passed on.

     Seller will comply with all applicable securities laws and
regulations in each jurisdiction in which it offers, sells or delivers
Shares and will ensure that no obligations are imposed on the Company in
any such jurisdiction as a result of any of the foregoing actions.  Seller
will obtain any consent, approval or permission required of it for the
offer, sale or delivery by it of Shares under the laws and regulations in
force in any jurisdiction to which it is subject or in or from which it
makes any offer, sale or delivery.  No one is authorized to make any
representation or use any information in connection with the issue,
subscription and sale of the Shares that is inconsistent with that
contained in this document.

     The purchase of shares is subject to completion, execution and
satisfactory review of the Offshore Securities Subscription Agreement
attached hereto.

     In addition to the purchase price, purchasers of Shares in this Issue
may be required to pay stamp taxes and other charges in accordance with
the laws and practices of the country of purchase.