OF THE REPURCHASED SHARES OR ANY
INTEREST THEREIN TO ANY OTHER PERSON, AND THERE ARE NO OUTSTANDING OPTIONS,
RIGHTS, CALLS, COMMITMENTS OF ANY KIND RELATING TO, OR ANY PRESENTLY EFFECTIVE
AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO, ANY OF THE REPURCHASED SHARES THAT
WOULD AFFECT OR PREVENT THE SALE OF THE REPURCHASED SHARES TO THE COMPANY AS
CONTEMPLATED BY THIS AGREEMENT;
(B)
ORGANIZATION AND GOOD STANDING.
THE
SELLER IS A CORPORATION, DULY ESTABLISHED, ORGANIZED AND VALIDLY EXISTING UNDER
THE LAWS OF THE JURISDICTION OF ITS ESTABLISHMENT;
(C)
POWER AND AUTHORITY.
THE SELLER HAS FULL
POWER, AUTHORITY AND RIGHT TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND
HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THIS AGREEMENT;
(D)
DUE EXECUTION.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY THE SELLER AND IS A LEGAL, VALID AND BINDING
INSTRUMENT ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY AND OTHER
SIMILAR LAWS RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND TO
GENERAL PRINCIPLES OF EQUITY;
(E)
NO CONFLICT.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN
CONTEMPLATED, NOR COMPLIANCE WITH THE PROVISIONS HEREOF, WILL CONFLICT WITH OR
RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT (WITH NOTICE OR PASSAGE OF TIME
OR BOTH) UNDER ANY PROVISION OF ANY LAW, GOVERNMENTAL RULE, REGULATION,
JUDGMENT, DECREE OR ORDER BINDING ON THE SELLER OR THE CHARTER, BYLAWS, OR TRUST
DOCUMENTS OF THE SELLER OR ANY PROVISION OF ANY MORTGAGE, INDENTURE, CONTRACT,
AGREEMENT OR OTHER INSTRUMENT TO WHICH THE SELLER IS A PARTY OR BY WHICH IT OR
THE REPURCHASED SHARES ARE BOUND;
(F)
REVIEW OF AGREEMENT.
THE SELLER HAS
CAREFULLY READ EACH PROVISION OF THIS AGREEMENT AND, TO THE EXTENT IT DESIRED,
HAS DISCUSSED THIS AGREEMENT WITH ITS LEGAL COUNSEL AND FINANCIAL ADVISORS;
(G)
REVIEW OF INFORMATION.
THE SELLER HAS
RECEIVED AND CAREFULLY REVIEWED THE INFORMATION PROVIDED BY THE COMPANY IN
CONNECTION WITH ITS CURRENT BUSINESS OPERATIONS AND PLANS, INCLUDING THE
CONFIDENTIAL INFORMATION PROVIDED PURSUANT TO THE CONFIDENTIALITY AGREEMENT
BETWEEN THE SELLER AND THE COMPANY DATED OCTOBER 13, 2005 THROUGH BOTH TELEPHONE
DISCUSSIONS WITH THE COMPANY'S SENIOR MANAGEMENT AND IN THE CONFIDENTIAL
INFORMATION MEMORANDUM, DATED OCTOBER 18, 2005, FROM JOHN TUHEY OF THE COMPANY
(COLLECTIVELY, THE "INFORMATION").
THE SELLER ALSO ACKNOWLEDGES THAT IT HAS
BEEN MADE AWARE THAT THE COMPANY ALSO FILES ANNUAL, QUARTERLY AND CURRENT
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION"), AND THAT THE SELLER HAS BEEN INFORMED THAT THESE
FILINGS ARE AVAILABLE ON THE INTERNET AT THE COMMISSION'S WEBSITE AT
AND AT THE COMPANY'S WEBSITE AT .
THE SELLER HAS, TO THE
EXTENT IT DESIRED, HAD AN OPPORTUNITY TO REVIEW SUCH FILINGS, HAS HAD AN
OPPORTUNITY TO DISCUSS SUCH FILINGS WITH THE COMPANY AND ITS LEGAL COUNSEL AND
FINANCIAL ADVISORS AND HAS CONDUCTED SUCH INVESTIGATION OF THE COMPANY AS IT HAS
DEEMED APPROPRIATE AND HAS HAD THE