TO PURCHASE
THE SECURITIES IN ACCORDANCE WITH THE TERMS HEREOF, PROVIDED THAT FOR PURPOSES
OF THE REPRESENTATION MADE IN THIS SENTENCE, SUCH PURCHASER IS ASSUMING AND
RELYING UPON THE ACCURACY OF THE RELEVANT REPRESENTATIONS AND AGREEMENTS OF THE
COMPANY HEREIN.
(D)
RECEIPT OF INFORMATION.
THE PURCHASER HAS HAD AN OPPORTUNITY TO
ASK QUESTIONS AND RECEIVE ANSWERS FROM THE COMPANY REGARDING THE TERMS AND
CONDITIONS OF THE SALE OF THE SECURITIES AND THE BUSINESS, PROPERTIES, PROSPECTS
AND FINANCIAL CONDITION OF THE COMPANY AND TO OBTAIN ANY ADDITIONAL INFORMATION
REQUESTED AND HAS RECEIVED AND CONSIDERED ALL INFORMATION IT DEEMS RELEVANT TO
MAKE AN INFORMED DECISION TO PURCHASE THE SECURITIES.
NEITHER SUCH INQUIRIES
NOR ANY OTHER INVESTIGATION CONDUCTED BY OR ON BEHALF OF SUCH PURCHASER OR ITS
REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH PURCHASER'S RIGHT
TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF SUCH INFORMATION AND THE
COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.
(E)
INFORMATION ON PURCHASER.
THE PURCHASER IS AN "ACCREDITED
INVESTOR", AS SUCH TERM IS DEFINED IN REGULATION D PROMULGATED BY THE COMMISSION
UNDER THE 1933 ACT, IS EXPERIENCED IN INVESTMENTS AND BUSINESS MATTERS, HAS MADE
INVESTMENTS OF A SPECULATIVE NATURE AND HAS PURCHASED SECURITIES OF UNITED
STATES PUBLICLY-OWNED COMPANIES IN PRIVATE PLACEMENTS IN THE PAST AND, WITH ITS
REPRESENTATIVES, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL, TAX AND OTHER
BUSINESS MATTERS AS TO ENABLE THE PURCHASER TO UTILIZE THE INFORMATION MADE
AVAILABLE BY THE COMPANY TO EVALUATE THE MERITS AND RISKS OF AND TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO THE PROPOSED PURCHASE OF THE
SECURITIES, WHICH REPRESENTS A SPECULATIVE INVESTMENT.
THE PURCHASER HAS THE
AUTHORITY AND IS DULY AND LEGALLY QUALIFIED TO PURCHASE AND OWN THE SECURITIES.
THE PURCHASER IS ABLE TO BEAR THE RISK OF SUCH INVESTMENT FOR AN INDEFINITE
PERIOD AND TO AFFORD A COMPLETE LOSS THEREOF.
THE INFORMATION SET FORTH ON THE
SIGNATURE PAGE HERETO REGARDING THE PURCHASER IS ACCURATE.
(F)
PURCHASE OF SECURITIES.
ON THE CLOSING DATE, THE PURCHASER WILL
PURCHASE THE SECURITIES FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY AND NOT WITH A
VIEW TOWARD, OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR ANY
DISTRIBUTION THEREOF, BUT PURCHASER DOES NOT AGREE TO HOLD THE SECURITIES FOR
ANY MINIMUM AMOUNT OF TIME.
(G)
COMPLIANCE WITH 1933 ACT.
THE PURCHASER UNDERSTANDS AND AGREES
THAT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, BY REASON OF THEIR ISSUANCE IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT (BASED IN PART ON THE
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED HEREIN),
AND THAT SUCH SECURITIES MUST BE HELD INDEFINITELY UNLESS A SUBSEQUENT
DISPOSITION IS REGISTERED UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES
LAWS OR IS EXEMPT FROM SUCH REGISTRATION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, SUCH PURCHASER MAY TRANSFER (WITHOUT
RESTRICTION AND WITHOUT THE NEED FOR AN OPINION OF COUNSEL) THE SECURITIES TO
ITS AFFILIATES (AS DEFINED BELOW) PROVIDED THAT