Manas Petroleum Corporation: Exhibit 10.2 - Filed by newsfilecorp.com






	MANAS PETROLEUM CORPORATION 
	NONSTATUTORY STOCK OPTION AGREEMENT 
	(Investor Relations) 
	 


THIS NONSTATUTORY STOCK OPTION AGREEMENT
(“Agreement”) is made and entered into as of the date set forth
below, by and between MANAS PETROLEUM CORPORATION, a Nevada corporation
(the “Company”), and the following consultant of the Company (herein,
“Optionee”):

In consideration of the covenants herein set forth, the parties
hereto agree as follows:

1. Option Information.

	 	(a) 	Date of Option: 	June 26, 2013 
	 	(b) 	Optionee: 	Undiscovered Equities Inc. 
	 	(c) 	Number of Shares: 	250,000 (the “First Option Shares”)
  
	 	(d) 	Exercise Price: 	US$0.15 per Share 
	 	(e) 	Number of Shares: 	250,000 (the “Second Option Shares”)
  
	 	(f) 	Exercise Price: 	US$0.30 per Share 
	 	(g) 	Number of Shares: 	250,000 (the “Third Option Shares”)
  
	 	(h) 	Exercise Price: 	US$0.45 per Share 


2. Acknowledgements.

	 	(a) 	
      Optionee is providing investor relations services (the
      “Services”) to the Company pursuant to a written Consulting
      Agreement dated effective June 18, 2013 (the “Agreement”); and

	 	 	 
	 	(b) 	
      As an inducement to Optionee and pursuant to the
      Agreement, the Board has authorized the granting to Optionee of stock
      options (the “Options”) to purchase shares of common stock of the
      Company (“Common Shares”) upon the terms and conditions hereinafter
      stated.



3. Shares; Price.

3.1 Subject to the acceptance of the Agreement by the TSX
Venture Exchange and such other regulatory authorities having jurisdiction, the
Company hereby grants to Optionee the non-transferable right to purchase, upon
and subject to the terms and conditions herein stated, the number of Common Shares set forth in Section 1(c), (e), (g)
above (the “Shares”) for cash at the price per Share set forth in Section
1(d), (f), (h), respectively, above (the “Exercise Price”).




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4. Stock Option Plan

4.1 The terms of the Option will be subject to the 2011 stock
option plan (the “Plan”) of the Company, as may from time to time be
amended, and any inconsistencies between this Agreement and the Plan, as the
same may be from time to time amended, shall be governed by the provisions of
the Plan. Upon a written request to the Company, the Company shall deliver a
copy of the Plan to the Optionee.

5. Term of Option.

5.1 This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate, five (5) years from the date hereof or, if
earlier, upon the date and for the reasons specified in Sections 8 and 13 below.
Nothing contained herein shall be construed to interfere in any way with the
right of the Company to terminate the relationship between it and Optionee, or
to increase or decrease the compensation paid to Optionee, if any, from the rate
in effect as of the date hereof.

6. Vesting of Option.

6.1 Subject to the provisions of Sections 8 and 13 hereof,
these Options shall become exercisable in four instalments over a period of
twelve months, with the first instalment of 187,500 Shares (consisting of 62,500
First Option Shares, 62,500 Second Option Shares and 62,500 Third Option Shares)
vesting August 27, 2013, the second instalment of 187,500 Shares (consisting of
62,500 First Option Shares, 62,500 Second Option Shares and 62,500 Third Option
Shares) vesting November 27, 2013, the third instalment of 187,500 shares
(consisting of 62,500 First Option Shares, 62,500 Second Option Shares and
62,500 Third Option Shares) vesting February 27, 2014 and the fourth installment
of 187,500 shares (consisting of 62,500 First Option Shares, 62,500 Second
Option Shares and 62,500 Third Option Shares) vesting May 27, 2014. The
instalments shall be cumulative (i.e., this Option may be exercised, as to any
or all Shares covered by an instalment, at any time or times after an instalment
becomes exercisable and until expiration or termination of this Option).

7. Exercise.

7.1 This Option shall be exercised by delivery to the Company
of:

	 	(a) 	
      written notice of exercise stating the number of Shares
      being purchased (in whole shares only) and such other information set
      forth on the form of Notice of Exercise attached hereto as Appendix
    A;

	 	 	 
	 	(b) 	
      a cashier’s cheque, bank draft, wire transfer (pursuant
      to wire transfer instructions that will be supplied by the Company upon
      request) or cash in the amount of the Exercise Price of the Shares covered
      by the notice; and

	 	 	 
	 	(c) 	
      a written investment representation as provided for in
      Section 13 hereof.







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Except as otherwise expressly permitted in Section 8, below,
this Option shall not be assignable or transferable and may be exercised
only by Optionee.

8. Death of Optionee.

8.1 If Optionee shall die while serving as a consultant of the
Company, Optionee’s personal representative or the person entitled to Optionee’s
rights hereunder may at any time within thirty (30) days after the date of
Optionee’s death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee’s death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

9. No Rights as Shareholder.

9.1 Optionee shall have no rights as a shareholder with respect
to the Shares covered by any instalment of this Option until the effective date
of the issuance of Shares following exercise of this Option, and no adjustment
will be made for dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued except as provided in
Section 10 hereof.

10. Recapitalization.

10.1 Subject to any required action by the shareholders of the
Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the
number of issued Common Shares resulting from a subdivision or consolidation of
Common Shares or the payment of a stock dividend, or any other increase or
decrease in the number of such Common Shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been “effected
without receipt of consideration by the Company.”

10.2 In the event of a proposed dissolution or liquidation of
the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of
the Company (collectively, a “Reorganization”), this Option shall
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board; provided, however, if Optionee shall be a
consultant of the Company at the time such Reorganization is approved by the
stockholders, Optionee shall have the right to exercise this Option as to all or
any part of the Shares, without regard to the instalment provisions of Section
6, for a period beginning 30 days prior to the consummation of such
Reorganization and ending as of the Reorganization or the expiration of this
Option, whichever is earlier, subject to the consummation of the Reorganization.
In any event, the Company shall notify Optionee, at least 30 days prior to the
consummation of such Reorganization, of his exercise rights, if any, and that
the Option shall terminate upon the consummation of the Reorganization.

10.3 Subject to any required action by the shareholders of the
Company, if the Company shall be the surviving entity in any merger or
consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Common Shares equal to the Shares subject to
this Option would have been entitled by reason of such merger or
consolidation, and the instalment provisions of Section 6 shall continue to
apply.




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10.4 In the event of a change in the Common Shares of the
Company as presently constituted, which is limited to a change of all of its
authorized Common Shares without par value into the same number of Common Shares
with a par value, the shares resulting from any such change shall be deemed to
be the Shares within the meaning of this Option.

10.5 To the extent that the foregoing adjustments relate to
Common Shares or securities of the Company, such adjustments shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as hereinbefore expressly provided, Optionee shall have no
rights by reason of any subdivision or consolidation of Common Shares of any
class or the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class, and the number and price of Shares
subject to this Option shall not be affected by, and no adjustments shall be
made by reason of, any dissolution, liquidation, merger, consolidation or sale
of assets or capital stock, or any issue by the Company of shares of stock of
any class or securities convertible into shares of stock of any class.

10.6 The grant of this Option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of its
business or assets.

11. Taxation upon Exercise of Option.

11.1 Optionee understands that, upon exercise of this Option,
Optionee may, depending on applicable tax laws in the jurisdiction where
Optionee is liable for the payment of income taxes, recognize income, for income
tax purposes, in an amount equal to the amount by which the fair market value of
the Shares, determined as of the date of exercise, exceeds the Exercise Price.
The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with the Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee’s then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

12. Modification, Extension and Renewal of Options.

12.1 The Board may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefor (to the extent
not theretofore exercised), subject at all times to the applicable rules of any
regulatory authority or stock exchange, and any applicable laws. Notwithstanding
the foregoing provisions of this Section 12, no modification shall, without the
consent of Optionee, materially alter to Optionee’s detriment or materially
impair any rights of Optionee hereunder.




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13. TSX Venture Exchange

 If and for so long as any of the Company’s securities are
listed for trading on the TSX Venture Exchange (the “TSXV”), the
provisions of this Section 13 will apply to this Agreement and to any Options
granted hereunder. To the extent that the provisions of this Section are
inconsistent with the provisions found in the other Sections of this Agreement,
the provisions of this Section will prevail.

	 	13.1 	
      The term “consultant”, “consultant company” and
      “management company employee” will have the meanings as defined in the
      applicable policy of the TSXV. As a condition precedent to the issuance of
      an Option, the Company must be able to represent to the TSXV as of the
      grant date that Optionee is a bona fide consultant or management
      company employee, as the case may be.

	 	 	 	 
	 	13.2 	
      The exercise price of an Option must be paid in
    cash.

	 	 	 	 
	 	13.3 	
      Options and Shares will be subject to all applicable
      trading restrictions in effect pursuant to TSXV policies and the Company
      shall be entitled to legend any Option certificates and the certificates
      representing Shares issued upon exercise of Options accordingly, including
      TSXV legends, as applicable.

	 	 	 	 
	 	13.4 	
      In the event of Optionee’s death, any Options held by
      Optionee shall pass to the personal representative (being the executor or
      administrator of the deceased option holder, duly appointed by a court or
      public authority having jurisdiction to do so) of Optionee and shall be
      exercisable by the personal representative on or before the date which is
      the earlier of twelve months following the date of death and the
      applicable expiry date.

	 	 	 	 
	 	13.5 	
      Options granted hereunder shall expire on the date that
      is 30 days after the arrangement with Optionee to provide services expires
      or is terminated.

	 	 	 	 
	 	13.6 	
      The Company shall establish, and Optionee shall comply
      with, procedures to monitor any trading in Common Shares of the Company by
      Optionee or any of Optionee’s affiliates or associates (as those terms are
      defined by the TSXV). By way of example, these procedures may include the
      establishment of a designated brokerage account through with Optionee and
      its affiliates or associates conduct all trades in Common Shares of the
      Company, or the requirement that these persons file insider trading
      reports with the Company.

	 	 	 	 
	 	13.7 	
      The Options granted hereunder are subject to approval by
      a majority of the Company’s disinterested shareholders at a meeting of the
      shareholders if this Agreement would result at any time in:

	 	 	 	 
	 		i. 	
      the number of Common Shares reserved for issuance
      pursuant to all stock options granted to “Insiders” (as that term is
      defined under applicable law), including those granted pursuant to this
      Agreement, exceeding ten percent (10%) of the issued and outstanding
      Common Shares of the Company; or







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	 	ii. 	
      the grant to Insiders, within a 12 month period, of a
      number of options, including those granted pursuant to this Agreement,
      exceeding ten percent (10%) of the issued and outstanding Common Shares of
      the Company; or

	 	 	 
	 	iii. 	
      the issuance to any one person, including Optionee,
      within a 12 month year period, of a number of Common Shares exceeding five
      percent (5%) of the issued and outstanding Common Shares of the
      Company.



13.8 If Optionee is not an individual, Optionee shall complete
and file with TSXV a Certification and Undertaking Required from a Company
Granted an Incentive Stock Option (Form 4F), as described in Sections 2.5
and 4.2 of TSXV Policy 4.4 as in effect on the date of this Agreement and as the
same may be amended from time-to-time.

13.9 Optionee shall complete and file a Personal Information
Form (Form 2A) or, if applicable, a Statutory Declaration (Form 2C1)
with TSXV.

14. Representations and Warranties

14.1 Optionee authorizes the Company to represent and warrant
to the TSXV that Optionee is a “consultant” of the Company (as that term is
defined in Section 1.2 of TSXV Policy 4.4 as is in effect on the date of this
Agreement and as the same may be amended from time-to-time).

14.2 If on the date of this Agreement or on the date of
exercise of any of the Options granted hereunder, Optionee is a U.S. Person (as
defined in Rule 902 of Regulation S, promulgated by the Securities and Exchange
Commission) or is physically located in the United States, Optionee represents
and agrees that:

	 	(a) 	
      if and when Optionee exercises this Option in whole or in
      part, Optionee will in each case acquire the Shares upon such exercise for
      the purpose of investment and not with a view to, or for resale in
      connection with, any distribution thereof; and that upon such exercise of
      this Option in whole or in part, Optionee (or any person or persons
      entitled to exercise this Option under the provisions of Section 8 hereof)
      shall furnish to the Company a written statement to such effect,
      satisfactory to the Company in form and substance. If the Shares
      represented by this Option are registered under the Securities Act of
      1933, as amended (the “Securities Act”) either before or after
      the exercise of this Option in whole or in part, Optionee shall be
      relieved of the foregoing investment representation and agreement and
      shall not be required to furnish the Company with the foregoing written
      statement;

	 	 	 
	 	(b) 	
      that Optionee has had access to the financial statements
      of the Company, has had the opportunity to ask questions of the Company
      concerning its business, operations and financial condition, and to obtain
      additional information reasonably necessary to verify the accuracy of such
      information (collectively, the “Company Information”). Optionee
      understands that all of the Company Information is available for
      Optionee’s review on both the EDGAR database maintained by the Securities
      and Exchange Commission (as www.sec.gov) and the SEDAR database maintained by the Canadian Securities
  Administrators (at www.sedar.com);







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	 	(c) 	
      that Optionee has sufficient education and experience as
      will enable Optionee to review and understand the Company Information and
      is able to assess the merits and the risks of an investment in the Company
      and its business; and

	 	 	 
	 	(d) 	
      that all information contained in the Questionnaire is
      complete and accurate and Optionee understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and the
      Questionnaire, and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, Optionee shall promptly notify the
Company.



14.3 The securities deliverable upon exercise of this Option
may be subject to restrictions on resale under applicable securities laws and
the policies of any stock exchange or market on which the Company’s securities
may be traded or listed for quotation from time-to-time. Optionee agrees that
the Company may take such steps as the Company deems reasonably necessary to
comply with applicable law and the requirements of any stock exchange and,
promptly after receipt of any request from the Company, acting reasonably,
Optionee shall cooperate with the Company in providing information to regulatory
authorities, filing required reports and similar compliance efforts.

14.4 Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE UNITED STATES SECURITIES COMMISSION OF
ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

and/or such other legend or legends as the Company and its
counsel deem necessary or appropriate including, where applicable, any legend
required by the Canadian securities laws or any stock exchange on which
securities of the Company are traded. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company’s transfer
agent.




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15. Stand-off Agreement.

15.1 Optionee agrees that, in connection with any registration
of the Company’s securities under the Securities Act, and upon the request of
the Company or any underwriter managing in an underwritten offering of the
Company’s securities, Optionee shall not sell, short any sale of, loan, grant an
option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering.

16. Notices.

16.1 Any notice required to be given pursuant to this Option
shall be in writing and shall be deemed to be delivered upon receipt or, in the
case of notices by the Company, five (5) days after deposit in the mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee to the
Company.

17. Independent Legal Advice

17.1 Optionee acknowledges that:

	 	(a) 	
      this Agreement was prepared by Clark Wilson LLP who is
      solely representing the Company;

	 	 	 
	 	(b) 	
      Clark Wilson LLP received instructions from the Company
      and does not represent Optionee;

	 	 	 
	 	(c) 	
      Optionee has been requested to obtain his own independent
      legal advice. including tax advice;

	 	 	 
	 	(d) 	
      Optionee has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, Optionee confirms that he
      fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, Optionee waives his right to obtain legal
      advice.



18. Applicable Law.

18.1 The interpretation and enforcement of this Option
Agreement and any questions with respect to the validity of any Options granted
hereunder shall be governed by the laws of the State of Nevada and, to the
extent applicable, the federal laws of the United States and the securities laws
of any state or province of the United States or Canada having jurisdiction over
the Company.




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[SIGNATURE PAGE FOLLOWS.]




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IN WITNESS WHEREOF, the parties hereto have executed
this Option as of the date first above written.

	COMPANY: 	MANAS PETROLEUM CORPORATION, 
	  	a Nevada corporation 
	  	  	 
	  	  	 
	  	By: 	 
	  	Name: 	 
	  	Title: 	 
	  	  	 
	OPTIONEE: 	UNDISCOVERED EQUITIES INC., 
	  	a Florida corporation 
	  	  	 
	  	  	 
	  	By: 	 
	  	Name: 	 
	  	Title: 	 






APPENDIX A

NOTICE OF EXERCISE

MANAS PETROLEUM CORPORATION

Re: Nonstatutory Stock Option

Notice is hereby given pursuant to Section 7 of my Nonstatutory
Stock Option Agreement that I elect to purchase the number of shares set forth
below at the exercise price set forth in my option agreement:

Nonstatutory Stock Option Agreement
dated: ________________

Number of shares being purchased:
________________

Exercise Price: $________________

A check in the amount of the aggregate
price of the shares being purchased is attached.

I hereby confirm that such shares (the “Option Shares”)
are being acquired by me for my own account for investment purposes, and not
with a view to, or for resale in connection with, any distribution thereof. I
will not sell or dispose of my Shares in violation of the Securities Act of
1933, as amended, or any applicable federal, state or provincial securities
laws.

I represent that, at the time of exercise of my Stock Option,
all of the representations and warranties contained in my Stock Option
Agreement, and any certificates, questionnaires, or other instruments attached
thereto, are true and accurate.

I understand that the certificate representing the Option
Shares will bear a restrictive legend within the contemplation of the Securities
Act and as required by such other state, provincial or federal law or regulation
applicable to the issuance or delivery of the Option Shares.

I agree to provide to the Company such additional documents or
information as may be required pursuant to my Stock Option Agreement.

	 	By: 	
	 	 	(signature) 
	 	 	  
	 	Name: 	






APPENDIX B

ACCREDITED INVESTOR QUESTIONNAIRE

(TO BE COMPLETED IF OPTIONEE IS A U.S. PERSON AT THE DATE OF
GRANT OR 
AT THE DATE OF EXERCISE OF THE OPTIONS)

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Stock Option Agreement.

Optionee covenants, represents and warrants to the Company that
he satisfies one or more of the categories of “Accredited Investors”, as defined
by Regulation D promulgated under the Securities Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which Optionee satisfies)

		_____	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US $5,000,000;
    

	 	 	  	
       

		_____	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	 	  	
       

		_____	Category 3 	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds US
      $1,000,000, calculated by (i) not including the person’s primary residence
      as an asset; (ii) not including indebtedness that is secured by the
      person's primary residence, up to the estimated fair market value of the
      primary residence at the time of the sale of the Securities as a liability
      (except that if the amount of such indebtedness outstanding at the time of
      the sale of Securities exceeds the amount outstanding 60 days before such
      time, other than as a result of the acquisition of the primary residence,
      the amount of such excess shall be included as a liability); and (iii)
      including indebtedness that is secured by the person's primary residence
      in excess of the estimated fair market value of the primary residence at
      the time of the sale of the Securities as a liability; 

	 	 	  	
       

		_____	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance company as defined in Section 2(13) of the Securities Act; an
      investment company registered under the Investment Company Act of
      1940 (United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958 (United States); a
      plan with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United States)
      whose investment decisions are made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or if the
      employee benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely
  by persons that are accredited investors; 







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		_____	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	 	  	
      

	 	_____	Category 6 	
  A director or executive officer of the Company;

	 	 	  	
      

		_____	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the Securities Act; 

	 	 	  	
      

		_____	Category 8 	
      An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories;



Optionee hereby certifies that the information contained in
this Questionnaire is complete and accurate and Optionee will notify the Company
promptly of any change in any such information.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 20__.

	 	X
  
	 	Signature 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	Social Security/Tax I.D. No.