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with a copy to:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
One Financial Center
Boston, MA 02111
Attention: Richard R. Kelly, Esq.
Telephone: 617-239-8491
Facsimile: 617-542-2241
E-mail:

or at such other address as the Company or the Purchasers each may specify by
written notice to the other parties hereto.
Any party may change the address to
which notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section 8.2.
8.3.
REMEDIES.
IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS
PROVIDED HEREIN OR GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, EACH OF THE
PURCHASERS AND THE COMPANY WILL BE ENTITLED TO SPECIFIC PERFORMANCE UNDER THE
TRANSACTION DOCUMENTS.
THE PARTIES AGREE THAT MONETARY DAMAGES MAY NOT BE
ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF ANY BREACH OF
OBLIGATIONS CONTAINED IN THE TRANSACTION DOCUMENTS AND HEREBY AGREES TO WAIVE
AND NOT TO ASSERT IN ANY ACTION FOR SPECIFIC PERFORMANCE OF ANY SUCH OBLIGATION
THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
8.4.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
THE COMPANY MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH PURCHASER (OTHER THAN BY MERGER).
ANY
PURCHASER MAY ASSIGN ANY OR ALL OF SUCH PURCHASER'S RIGHTS UNDER THIS AGREEMENT
TO ANY PERSON TO WHOM SUCH PURCHASER ASSIGNS OR TRANSFERS ANY SHARES; PROVIDED
THAT SUCH TRANSFEREE AGREES, AS A CONDITION TO THE EFFECTIVENESS OF SUCH
TRANSFER, IN WRITING TO BE BOUND, WITH RESPECT TO THE TRANSFERRED SHARES, BY THE
PROVISIONS OF THE TRANSACTION DOCUMENTS THAT APPLY TO THE PURCHASERS.
8.5.
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON, EXCEPT AS OTHERWISE SET FORTH IN SECTION 6.10 HEREOF.
8.6.
HEADINGS.
THE HEADINGS OF THE SECTIONS AND PARAGRAPHS OF THIS
AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND DO NOT
CONSTITUTE A PART OF THIS AGREEMENT.
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8.7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
CONFLICT OF LAW PRINCIPLES.
8.8.
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH PURCHASER UNDER ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT
JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS
OF ANY OTHER PURCHASER UNDER ANY TRANSACTION DOCUMENT.
NOTHING CONTAINED HEREIN
OR IN ANY OTHER TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION