OR ARRANGEMENT RELATING TO
THE REPURCHASED SHARES. THE SELLER HAS NOT SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED ANY OF THE REPURCHASED SHARES OR ANY INTEREST THEREIN TO
ANY OTHER PERSON, AND THERE ARE NO OUTSTANDING OPTIONS, RIGHTS, CALLS,
COMMITMENTS OF ANY KIND RELATING TO, OR ANY PRESENTLY EFFECTIVE AGREEMENTS OR
UNDERSTANDINGS WITH RESPECT TO, ANY OF THE REPURCHASED SHARES THAT WOULD AFFECT
OR PREVENT THE SALE OF THE REPURCHASED SHARES TO THE COMPANY AS CONTEMPLATED BY
THIS AGREEMENT;
(B)
ORGANIZATION AND GOOD STANDING. THE SELLER IS A CORPORATION, DULY
ESTABLISHED, ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE JURISDICTION
OF ITS ESTABLISHMENT;
(C)
POWER AND AUTHORITY. THE SELLER HAS FULL POWER, AUTHORITY AND
RIGHT TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND HAS TAKEN ALL NECESSARY
ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS
AGREEMENT;
(D)
DUE EXECUTION. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED
BY THE SELLER AND IS A LEGAL, VALID AND BINDING INSTRUMENT ENFORCEABLE AGAINST
THE SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY AND OTHER SIMILAR LAWS RELATING TO THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY;
(E)
NO CONFLICT. NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED, NOR COMPLIANCE
WITH THE PROVISIONS HEREOF, WILL CONFLICT WITH OR RESULT IN A BREACH OF, OR
CONSTITUTE A DEFAULT (WITH NOTICE OR PASSAGE OF TIME OR BOTH) UNDER ANY
PROVISION OF ANY LAW, GOVERNMENTAL RULE, REGULATION, JUDGMENT, DECREE OR ORDER
BINDING ON THE SELLER OR THE CHARTER, BYLAWS, OR TRUST DOCUMENTS OF THE SELLER
OR ANY PROVISION OF ANY MORTGAGE, INDENTURE, CONTRACT, AGREEMENT OR OTHER
INSTRUMENT TO WHICH THE SELLER IS A PARTY OR BY WHICH IT OR THE REPURCHASED
SHARES ARE BOUND;
(F)
REVIEW OF AGREEMENT. THE SELLER HAS CAREFULLY READ EACH PROVISION
OF THIS AGREEMENT AND, TO THE EXTENT IT DESIRED, HAS DISCUSSED THIS AGREEMENT
WITH ITS LEGAL COUNSEL AND FINANCIAL ADVISORS;
(G)
REVIEW OF INFORMATION. THE SELLER HAS RECEIVED AND CAREFULLY
REVIEWED THE INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH ITS CURRENT
BUSINESS OPERATIONS AND PLANS, INCLUDING THE CONFIDENTIAL INFORMATION PROVIDED
PURSUANT TO THE CONFIDENTIALITY AGREEMENT BETWEEN THE SELLER AND THE COMPANY
DATED MAY 19, 2006 THROUGH BOTH TELEPHONE DISCUSSIONS WITH THE COMPANY'S SENIOR
MANAGEMENT AND IN THE CONFIDENTIAL INFORMATION MEMORANDUM, DATED MAY 19, 2006,
FROM JOHN TUHEY OF THE COMPANY (COLLECTIVELY, THE "INFORMATION"). THE SELLER
ALSO ACKNOWLEDGES THAT IT HAS BEEN MADE AWARE THAT THE COMPANY ALSO FILES
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), AND THAT THE
SELLER HAS BEEN INFORMED THAT THESE FILINGS ARE AVAILABLE ON THE INTERNET AT THE
COMMISSION'S WEBSITE AT AND AT THE COMPANY'S WEBSITE AT
. THE SELLER HAS, TO THE EXTENT IT DESIRED, HAD AN
OPPORTUNITY TO REVIEW SUCH FILINGS, HAS HAD AN OPPORTUNITY TO DISCUSS SUCH
FILINGS WITH THE COMPANY AND ITS LEGAL COUNSEL AND FINANCIAL ADVISORS