fs1a5ex10xxxix_soko.htm


    Exhibit
10.39

     

    SOKO FITNESS
& SPA GROUP, INC

     

    STOCK OPTION
GRANT

     

    STOCK OPTION
AGREEMENT 

     

    1.   NOTICE OF STOCK OPTION
GRANT

     

    The undersigned Optionee has been granted an Option to purchase Common
Stock of the Company, subject to the terms and conditions of this Option
Agreement, as follows:

     

     

    
      	Date of
      Grant 	 __________________________	 
	Vesting Commencement
      Date 	 __________________________	 
	Exercise Price per
      Share  	 __________________________	 
	Total Number of
      Shares Granted 	 __________________________	 
	Total Exercise
      Price    	 __________________________	 
	Type of
      Option:  	______Incentive
      Stock Option__	 
	 	____Nonstatutory
      Stock Option_	 
	Term/Expiration
      Date:	 __________________________	 


    

     

    Vesting Schedule:

    This
Option shall be exercisable, in whole or in part, according to the following
vesting schedule:

     

    The
Shares subject to the Option shall vest over two years as
follows: [     ] shares shall vest on July 8, 2008;
[     ] shares shall vest on July 8, 2009;
and [     ] shares shall vest on
July 8, 2010, subject in each case to Optionees continuing to be associated with
the Company as a Director on such dates.

     

    Termination
Period:

    Upon
Optionee's ceasing to be a Director for any reason, all unvested Shares then
subject to the Option shall immediately terminate and cease to be outstanding.
In the event of Optionee's termination as a Director for any reason other than
Disability or death, the vested portion of the Option shall be exercisable for
ninety (90) days after Optionee ceases to be a Director. In die event of
Optionee's termination as a Director by reason of Disability, the vested portion
of the Option may be exercised for one year after the Optionee ceases to be a
Director. In the event of Optionee's termination as a Director by reason of
death, the vested portion of the Option may be exercised for six months after
Optionee ceases to be a Director. In no event, however, may Optionee exercise
this Option after the Term/Expiration Date as provided above.

     

    
      
        
        

      

      
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    2.   AGREEMENT

     

    (a) Grant of Option. The
Board of Directors of the Company hereby grants to the Optionee named in the
Notice of Grant (the "Optionee"), an option (the "Option") to purchase the
number of Shares set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the "Exercise Price"), and" subject to
the terms and conditions in this Option Agreement

     

    If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this
Option is intended to quality as an Incentive Stock Option as defined in Section
422 of the Code-Nevertheless, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), that portion of this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

     

    (b) Exercise of
Option.

     

    (i)         Right to Exercise.
This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and with the applicable
provisions
of this Option Agreement.

     

    (ii)         Method of Exercise.
This Option shall be exercisable by delivery of an
exercise notice in the form attached as Exhibit A (the
Exercise Notice") which shall state the election
to exercise the Option, the number of Shares with respect to which the Option is
being exercised,
and such other representations and agreements as may be required by the Company.
The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Shares for which
said Option is being exercised. This Option shall be deemed to be exercised upon
receipt by the
Company's Counsel of such fully executed Exercise Notice accompanied by the
aggregate Exercise
Price. No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such
exercise comply with Applicable Laws. Assuming such compliance, for income tax
purposes
the Shares shall be considered transferred to the Optionee on the date on which
the Option is
exercised with respect to such Shares.

     

    (c) Optionee's
Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised,
the Optionee shall, if required by the Company, concurrently with the exercise
of all or any portion of this Option, deliver to the Company's Counsel his or
her Investment Representation Statement in the form attached heieto as Exhibit
B.

     

    (d) Lock-Up Period, Optionee hereby agrees that, if so
requested by the Company in connection with any registration of the offering of
any securities of the Company under the Securities Act, Optionee shall not sell
or otherwise transfer any Shares or other securities of the Company as may be
requested in writing by the Company (the "Market Black-out Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions regarding any Market
Black-out Periodfs].

     

    (e) Method of Payment. Payment of the aggregate
Exercise Price shall be by any of the following, or a combination thereof, at
the election of the Optionee:

     

    (i)    cash or check;

     

    
      
        
        

      

      
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    (ii)   consideration received by
the Company under a forma! cashless exercise program adopted by the Company in
connection with the Plan; or

     

    (iii)   other Shares which have
been owned by the Optionee for more than six months on the date of surrender,
which have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised.

     

    (f) Restrictions on Exercise- This Option
may not be exercised if the method of payment of consideration for such shares
would constitute a violation of any Applicable Law.

     

    (g) Non-Transferabilitv of Option. This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by Optionee. The terms of this Option Agreement shall be binding
upon the executors, administratorsj heirs, successors and assigns of the
Optionee.

     

    (h) Term of Option. This Option may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the terms of this
Option.

     

    (i)  Tax Consequences. Set forth below
is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares, THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.

     

    (i)        Exercise of NSO.
There may be a regular federal income tax liability upon the
exercise of an NSO. The Optionee will be treated as having received compensation
income (taxable
at ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Shares on
the date of exercise over the Exercise Price. If Optionee is an Employee or a
former Employee,
the Company will be required to withhold from Optionee's compensation or collect
from Optionee
and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation
income at the time of exercise, and may refuse to honor tire exercise and refuse
to deliver
Shares if such withholding amounts are not delivered at the time of
exercise.

     

    (ii)          Exercise of ISO. If
this Option qualifies as an ISO, there will be no regular
federal income tax liability upon the exercise of the Option, although the
excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price will
be treated as an
adjustment to the alternative minimum tax for federal tax purposes and may
subject the Optionee to the
alternative minimum tax in the year of exercise.

     

    (iii)          Disposition of
Shares. In the case of an NSO, if Shares are held for at least one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for
federal income tax purposes. In the case of an ISO, if Shares transferred
pursuant to the Option are held
for at least one year after exercise and of at least two years after the Date of
Grant, any gain realized
on disposition of the Shares will also be treated as long-term capital gain for
federal income tax
purposes. If Shares purchased under an ISO are disposed of within one year after
exercise or two years
after the Date of Grant* any gain realized on such disposition will be treated
as compensation income
(taxable at ordinary income rates) to the extent of the difference between the
Exercise Price and the
lesser of (1) the Fair Market Value of the Shares on the date of exercise, or
(2) the sale price

     

    
      
        
        

      

      
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    of the
Shores. Any additional gain will he taxed as capital gain, shorMerm or long-term
depending on the period that the ISO Shores were held.

     

      (iv)    Notice of
Pisatiairrvinp Disposition of )SO Shaies If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise dispose? of any of the
Shares acquired puissunt to the ISO on or before the later of (1) the date two
years after the Date of Grant, oi (2) the date one year after the date of
exercise, the Optionee shall immediately notify the Company in writing of such
disposition. Optionee agrees that Optionee may be subject to Income tax
withholding by the Company on the compensation Income recognised by the
Optionee.

     

    (j) Entire Agreement Governing Lew. The
Opdon Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the Internal substantive laws but not the choice of law rules of the
Commonwealth of Pennsylvania-

     

    (k) No
Guarantee of Continued Service- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OP THE COMPANY (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR. AT ALL, AND SHALL NOT
INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

     

    Optionee
hereby accepts Oiis Option subject to all of the terms and provisions thereof
Optionee has reviewed this Option Agreement in its entirety, ftas had an
opportunity to obtain the advice of counsel prior to exacting this Option
Agreement end fiiHy understands all provisions of die Option
Agreement.

     

     

    
      	OPTIONEE	 	SOKO FITNESS &
      SPA, INC.	 
	 	 	 	 
	Signature	 	 	 
	Print Name 	 	Title: -	 


    

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    STOCK
OPTION GRANT

     

    EXERCISE
NOTICE

     

     

    SOKO Fitness & Spa Group, Inc.

    No. 194, Guogeli Street, Harbin

    Heilongjiang Province, China, 150001

    Attention; Mr. Tong Liu

    c/o Buchanan Ingersoll & Rooney PC

    Two Liberty Place

    50 S. 16th Street, Suite 3200

    Philadelphia, PA 19102-2555

    Attention: William W. Uchimoto, Esquire

    


     

    1.          Exercise of Option.
Effective as of today,_____________ , 20____ , the undersigned
("Optionee") hereby
elects to exercise Optionee's option to purchase _______________shares of
the Common Stock
(the "Shares") of SOKO Fitness & Spa Group, Inc. (the "Company") under and
pursuant
to the Stock Option Agreement dated __________, 20____(the "Option
Agreement").

     

    
      	
              2. 

            	
              Delivery of
      Payment Purchaser herewith delivers to the Company the full
      purchase price of the Shares, as set forth in the Option
      Agreement.

            


    

     

    
      	
              3. 

            	
              Representations of
      Optionee. Optionee acknowledges that Optionee has received, read
      and understood the Option Agreement and agrees to abide by and be bound by
      its terms and conditions. In the event the Shares have not been registered
      under the Securities Act of 1933, as amended, at the time this Option is
      exercised, the Optionee shall, if required by the Company, concurrently
      with the exercise of all or any portion of this Option, deliver to the
      Company his or her Investment Representation Statement in the form
      attached hereto as Exhibit
      A.

            


    

     

    
      	
              4. 

            	
              Rights as
      Shareholder. Until the issuance of the Shares (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company), no right to vote or receive dividends or
      any other rights as a shareholder shall exist with respect to the Optioned
      Stock, notwithstanding the exercise of the Option. The Shares shall be
      issued to the Optionee as soon as practicable after the Option is
      exercised. No adjustment shall be made for a dividend or other right for
      which the record date is prior to the date of issuance, except as provided
      herein as setforth below:

            


    

     

    (a)     Adjustments Upon Changes in
Capitalization or Change of Control.

     

    (i) Changes in
Capitalization. Subject to any required action by the stockholders of the
Company, the number of Shares covered by this Option , as well as the price per
Share covered by this Option, shall be proportionately adjusted for any increase
or 

     

    
      
        
        

      

      
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      decrease
in the number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to this
Option,

    

     

    (ii)
Change of
Control, In tire event of a Change of Control, mis Option shall be
assumed or an equivalent award substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation- (For the purpose
of this Agreement, a "Change in Control" shall mean: (a) the acquisition,
directly or indirectly, other than from the Company, by any person, entity or
"group" (within the meaning of Section]3(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (ihe"Exchange Act"), excluding, for this
purpose, the Company, its subsidiaries, and any employee benefit plan of the
Company or its subsidiaries which acquires beneficial ownership of voting
securities of the Company) (a "Third Party") of beneficial ownership (within the
meaning of Rule J3d-3 of the Exchange Act) of more than 50% of the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors; or (b) individuals who, as of the
date hereof, constitute the Board (the "Incumbent Directors") cease for any
reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vole of at least a
majority of the Incumbent Directors who are directors at the time of such vote
shall be, for purposes of this Agreement,
an Incumbent Director; or (c) consummation of (i) a reorganization, merger or
consolidation, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger, or
consolidation (other than the acquirer) do not, immediately thereafter,
beneficially own more than 50% of the combined voting power of the reorganized,
merged or consolidated company's then outstanding voting securities entitled to
vote generally in the election of directors, or (ii) a liquidation or
dissolution of the Company or (he sale of all or substantially all of the assets
of the Company (whether such assets are held directly or indirectly) to a Third
Party) In the event that the successor corpoiation refuses to assume or
substitute this Option: (i) the Optionee shall vest in fifty percent (50%) of
Optionee's unvested Options, which shall be determined as of the date that the
successor corporation indicates its refusal to assume or substitute this Option,
and (ii) any Company repurchase option applicable to any Shares acquired upon
exercise of an Option shall lapse as to ail such Shares- If this Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a Change of Control, the Company's Counsel shall notify the Optionee in
writing or electronically that the Option shall be fully vested and exercisable
for a period of fifteen (15) days from the date of such notice, and this Option
shall terminate upon the expiration of such period. For the purposes of this
paragraph, this Option shall be considered assumed if, following the Change of
Control, tire Option confers the right to 

     

    
      
        
        

      

      
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      purchase
or receive, for each Share of Optioned Stock subject to an Option immediately
prior to the Change of
Control, the consideration (whether stock, cash, or other securities or
property) received pursuant to the Change of Control by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received pursuant to the Change of Control is not solely
common stock of the successor corporation or its Parent, the Company's Counsel
may, with the consent of the successor corporation, provide for the
consideration to be received upon die exercise of an Option, for each Share of
Optioned Stock subject to the Option, to be solely common stock of the successor
corporation or its -■'Parent equal in Fair Market Value to the per share
consideration received by holders of Common Stock pursuant to the Change of
Control.

    

     

    (iii)
Termination without
Cause following Change of Control. In the event of a Change of Control,
if this Optionee is terminated as a Director by the Company (or the successor
entity) without Cause within one (1) year following such Change of Control,
Optionee shah vest in fifty percent (50%) of Optionee's unvested Options, which
shall be determined as of the date of such "termination.

     

    
      	
              5. 

            	
              Tax
      Consultation. Optionee understands that Optionee may suffer adverse
      tax consequences as a result of Optionee's purchase or disposition of the
      Shares. Optionee acknowledges that Optionee has the ability to speak with
      his or her own tax consultants in connection with the purchase or
      disposition of the Shares and that Optionee is not relying on the Company
      for any tax advice-

            


    

     

    
      	
              6. 

            	
              Successors and
      Assigns. The Company may assign any of its rights under this
      Exercise Notice to single or multiple assignees, and this Exercise Notice
      shall inure to the benefit of the successors and assigns of the Company.
      Subject to the restrictions on transfer herein set forth, this Exercise
      Notice shall be binding upon Optionee and his or her heirs, executors,
      administrators, successors and
assigns.

            


    

     

    
      	
              7. 

            	
              Interpretation.
      Any dispute regarding the interpretation of this Exercise Notice shall be
      submitted by Optionee or by the Company to the Board of Directors of the
      Company, which shall review such dispute at its next regular meeting. The
      resolution of such a dispute by the Board of Directors shall not be
      binding on all parties, unless such resolution is agreed to in writing by
      the parties.

            


    

     

    
      	
              8. 

            	
              Governing Law:
      Severability. This Exercise Notice is governed by the internal
      substantive laws but not the choice of law rules, of the Commonwealth of
      Pennsylvania.

            


    

     

    
      	
              9. 

            	
              Entire
      Agreement. The Option Agreement is incorporated herein by
      reference. This Exercise Notice, the Option Agreement and the Investment
      Representation Statement constitute the entire agreement of the parties
      with respect to the subject matter hereof and supersede in their entirety
      all prior undertakings and agreements of the Company and Optionee with
      respect to the subject matter hereof, and may not be modified adversely to
      the

            


    

     

    
      
        
        

      

      
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    Optionee's
interest except by means of a wilting signed by the Company and
Optionee.

     

    
    

     

    
      	Submitted
    by:	 	Accepted
    by:	 
	OPTIONEE 	 	SOKO
      FITNESS & SPA GROUP, INC.	 
	 	 	 	 
	Signature 	 	By	 
	 	 	 	 
	Print
      Name  	 	Title	 
	 	 	 	 
	Address:  	 	Date
    Received	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    INVESTMENT
REPRESENTATION STATEMENT

     

     

    
      	OPTIONEE:	 
	COMPANY:  	SOKO FITNESS & SPA GROUP,
    INC.
	SECURITY:  	COMMON
STOCK
	AMOUNT:	 
	DATE:	 


    

     

    In
connection with the purchase of the above-listed securities, the undersigned
Optionee represents to the Company the following:

     

    (a) Optionee
is aware of the Company's business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the securities. Optionee is acquiring these
securities for investment for Optionee's own account only and not with a view
to, or for resale in connection with, any "distribution" thereof within the
meaning of the Securities Act Df 1933, as
amended (the "Securities Act").

     

    (b) Optionee
acknowledges and understands that die securities constitute "restricted
securities" under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Optionee's investment
intent as expressed herein. In this connection, Optionee understands that, in
the view of the Securities and Exchange Commission, the statutory basis for such
exemption may be unavailable if Optionee's representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains
period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the securities, or for a period of
one year or any other fixed period in the future. Optionee further understands
that the securities must be held indefinitely if the Company ceases to be a
reporting company under the Exchange Act or an exemption from registration is
unavailable and as such Optionee acknowledges that Optionee must bear tire
economic risk of the investment for an indefinite period of time. Optionee
further acknowledges and understands that the Company is under no obligation to
register the securities. Optionee understands that the certificate evidencing
the securities will be imprinted with a legend which prohibits the transfer of
the securities unless they are registered or such registration is not required
in the opinion of counsel satisfactory to the Company, and any other legend
required under applicable state securities laws.

     

    (c) Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of
"restricted securities" acquired, directly or indirectly from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the Option to the Optionee, the exercise will be exempt
from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ninety (90) days thereafter {or such

     

    
      
        
        

      

      
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    longer
period as any market stand-off agreement may require) the Securities exempt
under Rule 701 may be resold, subject to the satisfaction of certain of the
conditions specified by Rule 144, including: (I) the resale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934); and, in the case of an affiliate, (2) the availability of certain public
information about thtu Company, (3) the amount of securities being sold during
any three month period not exceeding the limitations specified in Rule 144(e),
and (4) the timely filing of a Form 144, if applicable.

     

    In the
event that the Company does not qualify under Rule 701 at the time of grant of
the Option, then the securities may be resold in certain limited circumstances
subject to the provisions of Rule 144, which requires the resale to occur not
less than one year after- the
later of the date the securities were sold by the Company or the date the
securities were sold by an affiliate of the Company, within the meaning of Rule
144; and, in the case of acquisition of the securities by an affiliate, or by a
non-affiliate who subsequently holds the securities less than two years, the
satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of
the paragraph immediately above.

     

    (d)
Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
lias expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that.no assurances
can be given that any such other registration exemption will be available in
such event.

    


    
    

     

    
      	 	Signature of
      Optionee:	 
	 	 	 
	 	 	 
	 	 	 
	 	Date:__________________20_________	 
	 	 	 


    

     

     

     

    
      
        
        

      

      
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