STOCK
HAVE NO RIGHTS TO REQUIRE THAT THE STOCK BE, REGISTERED UNDER THE SECURITIES
ACT; THERE WILL BE NO PUBLIC MARKET FOR ANY OF THE SUBSCRIBED STOCK; THE
INVESTOR MAY NOT BE ABLE TO AVAIL ITSELF OF EXEMPTIONS AVAILABLE FOR RESALE OF
THE STOCK WITHOUT REGISTRATION, AND ACCORDINGLY, MAY HAVE TO HOLD THE STOCK
INDEFINITELY, AND IT MAY NOT BE POSSIBLE FOR THE INVESTOR TO LIQUIDATE AN
INVESTMENT IN THE STOCK.
(J)
RULE 144.
THE INVESTOR IS AWARE OF THE
PROVISIONS OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT, WHICH PERMITS
LIMITED RESALE OF SECURITIES PURCHASED IN A PRIVATE PLACEMENT SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS, INCLUDING, AMONG OTHER THINGS, THE EXISTENCE
OF A PUBLIC MARKET FOR THE SECURITIES, THE AVAILABILITY OF CERTAIN CURRENT
PUBLIC INFORMATION ABOUT THE COMPANY, THE RESALE OCCURRING NOT LESS THAN ONE
YEAR AFTER A PARTY HAS PURCHASED AND PAID FOR THE SECURITY TO BE SOLD, THE SALE
BEING EFFECTED THROUGH A "BROKER'S TRANSACTION" OR IN TRANSACTIONS DIRECTLY WITH
A "MARKET MAKER" AND THE NUMBER OF SECURITIES BEING SOLD DURING ANY THREE-MONTH
PERIOD NOT EXCEEDING SPECIFIED LIMITATIONS.
(K)
AUTHORITY; BINDING OBLIGATION.
THE INVESTOR
HAS FULL POWER AND AUTHORITY TO MAKE THE REPRESENTATIONS REFERRED TO HEREIN, TO
PURCHASE THE STOCK PURSUANT TO THIS SUBSCRIPTION AGREEMENT, AND TO EXECUTE AND
DELIVER THIS SUBSCRIPTION AGREEMENT.
THIS SUBSCRIPTION AGREEMENT WHEN EXECUTED
AND DELIVERED BY THE INVESTOR WILL CONSTITUTE A VALID AND LEGALLY BINDING
OBLIGATION OF THE INVESTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
LAWS OF GENERAL APPLICATION RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF
DEBTORS AND RULES OF LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR
OTHER EQUITABLE REMEDIES.
(L)
BROKER'S OF FINDER'S FEES.
THE COMPANY
HAS NOT INCURRED AND WILL NOT INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF ANY
ACTION TAKEN BY THE INVESTOR, ANY LIABILITY FOR BROKERAGE OR FINDERS' FEES OR
AGENTS' COMMISSIONS OR ANY SIMILAR CHARGES IN CONNECTION WITH THIS SUBSCRIPTION
AGREEMENT.
(M)
NO GOVERNMENTAL APPROVAL.
THE INVESTOR
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR AGENCY OF ANY OTHER
JURISDICTION HAS MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF THE
TERMS OF THE OFFERING AND SALE OF THE STOCK.
(N)
NO ADVICE.
THE INVESTOR IS NOT RELYING ON
THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES FOR LEGAL,
INVESTMENT OR TAX ADVICE, AND THE INVESTOR HAS SOUGHT INDEPENDENT LEGAL,
INVESTMENT AND TAX ADVICE TO THE EXTENT THE INVESTOR HAS DEEMED NECESSARY OR
APPROPRIATE IN CONNECTION WITH THE INVESTOR'S DECISION TO SUBSCRIBE FOR STOCK.
THE INVESTOR UNDERSTANDS AND AGREES THAT HE, SHE OR IT (AND NOT THE COMPANY)
SHALL BE RESPONSIBLE FOR HIS, HER OR ITS OWN TAX LIABILITY, IF ANY, THAT MAY
ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
SUBSCRIPTION AGREEMENT.
(O)
SURVIVAL; DUTY TO UPDATE.
THE FOREGOING
REPRESENTATIONS AND WARRANTIES ARE TRUE, ACCURATE AND COMPLETE AS OF THE DATE
HEREOF AND SHALL BE TRUE, ACCURATE AND COMPLETE AS OF THE COMPANY'S ACCEPTANCE
OF THE INVESTOR'S SUBSCRIPTION, AND SHALL