fs1a2ex10xv_soko.htm


     

    
      


       

      Exhibit
10.15

       

      SOKO
FITNESS & SPA GROUP, INC.

       

      STOCK
OPTION GRANT

       

      STOCK
OPTION AGREEMENT

       

      1. NOTICE OF STOCK OPTION
GRANT

      


      Gideon
Kory

      


      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

                  	
                    July 8, 2008

                  
	
                    Vesting
      Commencement Date

                  	
                    July 8, 2008

                  
	
                    Exercise
      Price per Share

                  	
                    One dollar and forty-seven cents
      ($1.47)

                  
	
                    Total
      Number of Shares Granted

                  	
                    50,000

                  
	
                    Total
      Exercise Price

                  	
                    $73,500

                  
	
                    Type
      of Option:

                  	
                    ___  Incentive
      Stock Option

                  
	 
      	
                    _x__ Nonstatutory Stock
    Option

                  
	
                    Term/Expiration
      Date:

                  	
                    July 8, 2013 [Five (5) years from the Date of
      Grant]

                  


          

        

      

      
 

      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: 16,666 shares
shall vest on July 8, 2008; 16,666 shares shall vest on July 8, 2009; and 16,668
shares shall vest on July 8, 2010, subject in each case to
Optionee's 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 the 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.

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      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 qualify 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
hereto 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 Period[s].

       

      (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;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        (ii) consideration
received by the Company under a formal 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-Transferability 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, administrators,
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 the 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 of the Shares.  Any additional
gain will be taxed as capital gain, short-term or long-term depending on the
period that the ISO Shares were held.

       

      (iv) Notice of Disqualifying
Disposition of ISO Shares.  If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (1) the date
two years after the Date of Grant, or (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 recognized by
the Optionee.

       

      (j) Entire Agreement; Governing
Law.  The Option 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 OF 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 this Option subject to all of the terms and provisions
thereof.  Optionee has reviewed this Option Agreement in its entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Option
Agreement.

       

       

      
        
          
            
              
                
                  
                    	
                            OPTIONEE

                          	 	
                            SOKO
      FITNESS & SPA GROUP, INC.

                          
	 	 	 
	 	 	 
	
                            /s/ Gideon Kory

                          	 	
                            /s/ Yong Liu

                          
	
                            Signature

                          	 	
                            By:  Tong
      Liu

                          
	 
      	 	 
      
	
                            Print
      Name:  Gideon Kory

                          	 	
                            Title:  Chairman
      and
CEO

                          


                  

                

              

            

          

        

      

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      STOCK
OPTION GRANT

       

      EXERCISE
NOTICE

      


      SOKO
Fitness & Spa Group, Inc.

      c/o
Buchanan Ingersoll & Rooney PC

      1835
Market Street, 15th
Floor

      Philadelphia,
PA  19103

      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 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 the event of a Change of Control, this
      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 Section13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the"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 13d-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
      vote 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 the 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 corporation 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 all 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, the Option confers the right to 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 the 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 shall 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 Optionee's interest except by means of a writing
      signed by the Company and Optionee.

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Submitted
      by:

                                          	 	
                                            Accepted
      by:

                                          
	 	 	 
	
                                            OPTIONEE

                                          	 	
                                            SOKO
      FITNESS & SPA GROUP, INC.

                                          
	 
      	 	 
      
	 	 	 
	
                                            Signature

                                          	 	
                                            By:

                                          
	 	 	 
	 
      	 	 
      
	
                                            Print
      Name:

                                          	 	
                                            Title:

                                          
	 
      	 	 
      
	 	 	 
	
                                            Address:

                                          	 	
                                            Date
      Received

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      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 of 1933, as amended (the “Securities
Act”).

       

      (b)           Optionee
acknowledges and understands that the 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 the 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

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      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:  (1) 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 the 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 has 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