OF
THE COMPANY AND RECEIVED SUCH INFORMATION AS IT HAS DEEMED NECESSARY OR
APPROPRIATE TO CONDUCT ITS DUE DILIGENCE INVESTIGATION AND HAS SUFFICIENT
KNOWLEDGE AND EXPERIENCE IN INVESTING IN COMPANIES SIMILAR TO THE COMPANY IN
TERMS OF THE COMPANY'S STAGE OF DEVELOPMENT SO AS TO BE ABLE TO EVALUATE THE
RISKS AND MERITS OF ITS INVESTMENT IN THE SELLER.
3.02
SOPHISTICATION.
THE PURCHASERS ARE SOPHISTICATED INVESTORS, AS
DESCRIBED IN RULE 506(B)(2)(II) PROMULGATED UNDER THE SECURITIES ACT AND HAS
SUCH EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISK OF AN INVESTMENT IN THE COMPANY.
3.03
OPPORTUNITIES FOR ADDITIONAL INFORMATION.
THE PURCHASERS
ACKNOWLEDGE THAT SUCH PURCHASERS HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS OF
AND RECEIVE ANSWERS FROM, OR OBTAIN ADDITIONAL INFORMATION FROM, THE EXECUTIVE
OFFICERS OF THE COMPANY CONCERNING THE FINANCIAL AND OTHER AFFAIRS OF THE
COMPANY, AND TO THE EXTENT DEEMED NECESSARY IN LIGHT OF SUCH PURCHASERS'
PERSONAL KNOWLEDGE OF THE COMPANY'S AFFAIRS, SUCH PURCHASERS HAVE ASKED SUCH
QUESTIONS AND RECEIVED ANSWERS TO THE FULL SATISFACTION OF SUCH PURCHASERS, AND
SUCH PURCHASER DESIRES TO INVEST IN THE COMPANY.
3.04
RULE 144.
THE PURCHASERS UNDERSTAND THAT THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED UNLESS SUCH SHARES ARE
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
THE PURCHASERS ACKNOWLEDGE THAT SUCH PURCHASERS ARE FAMILIAR WITH
RULE 144 OF THE RULES AND REGULATIONS OF THE COMMISSION, AS AMENDED, PROMULGATED
PURSUANT TO THE SECURITIES ACT ("RULE 144"), AND THAT SUCH PERSONS HAVE BEEN
ADVISED THAT RULE 144 PERMITS RESALE ONLY UNDER CERTAIN CIRCUMSTANCES.
THE
PURCHASERS UNDERSTAND THAT TO THE EXTENT THAT RULE 144 IS NOT AVAILABLE,
PURCHASERS WILL BE UNABLE TO SELL ANY SHARES WITHOUT EITHER REGISTRATION UNDER
THE SECURITIES ACT OR THE EXISTENCE OF ANOTHER EXEMPTION FROM SUCH REGISTRATION
REQUIREMENT.
3.05
LEGENDS.
THE PURCHASERS HEREBY AGREE WITH THE COMPANY THAT THE
SHARES WILL BEAR THE FOLLOWING LEGEND OR ONE THAT IS SUBSTANTIALLY SIMILAR TO
THE FOLLOWING LEGEND:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS
AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE SELLERS AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
SELLERS, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.
3.06
ADDITIONAL LEGEND; CONSENT. ADDITIONALLY, THE SHARES WILL BEAR ANY
LEGEND REQUIRED BY THE "BLUE SKY" LAWS OF ANY STATE TO THE EXTENT SUCH LAWS ARE
APPLICABLE TO