APPLICABLE STATE SECURITIES LAW.
THE
HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
(B)
THE HOLDER HAS BEEN ADVISED THAT THE COMMON STOCK HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS ON THE GROUND THAT
THIS TRANSACTION IS EXEMPT FROM REGISTRATION, AND THAT RELIANCE BY THE COMPANY
ON SUCH EXEMPTIONS IS PREDICATED IN PART ON THE HOLDER'S REPRESENTATIONS SET
FORTH HEREIN.
(C)
THE HOLDER HAS BEEN INFORMED THAT UNDER THE SECURITIES ACT, THE
COMMON STOCK MUST BE HELD INDEFINITELY UNLESS IT IS SUBSEQUENTLY REGISTERED
UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION (SUCH AS
RULE 144) IS AVAILABLE WITH RESPECT TO ANY PROPOSED TRANSFER OR DISPOSITION BY
THE HOLDER OF THE COMMON STOCK.
THE HOLDER FURTHER AGREES THAT THE COMPANY MAY
REFUSE TO PERMIT THE HOLDER TO SELL, TRANSFER OR DISPOSE OF THE COMMON STOCK
(EXCEPT AS PERMITTED UNDER RULE 144) UNLESS THERE IS IN EFFECT A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
COVERING SUCH TRANSFER, OR UNLESS THE HOLDER FURNISHES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.
THE HOLDER ALSO UNDERSTANDS AND AGREES THAT THERE WILL BE PLACED ON THE
CERTIFICATE(S) FOR THE COMMON STOCK OR ANY SUBSTITUTIONS THEREFOR, A LEGEND
STATING IN SUBSTANCE:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS.
THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED AND THAT AN APPLICABLE EXEMPTION IS AVAILABLE."