THE EXECUTION AND DELIVERY OF
THIS AGREEMENT WILL NOT VIOLATE OR BE IN CONFLICT WITH ANY ORDER, JUDGMENT,
INJUNCTION, OR AGREEMENT TO WHICH THE PURCHASER IS A PARTY OR BY WHICH IT IS
BOUND;
(B)
VALIDITY AND BINDING EFFECT. THIS AGREEMENT IS THE LEGAL, VALID
AND BINDING OBLIGATION OF THE PURCHASER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO LIMITATIONS IMPOSED BY BANKRUPTCY, INSOLVENCY, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY OR THE
APPLICATION OF GENERAL EQUITABLE PRINCIPLES.
(C)
INVESTMENT REPRESENTATIONS.
(I)
THE PURCHASER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS, INCLUDING INVESTMENTS OF THE TYPE REPRESENTED BY THIS
AGREEMENT, AS TO BE CAPABLE OF EVALUATING THE MERITS OF INVESTMENT IN THE
COMPANY AND CAN BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES;
(II)
THE PURCHASER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED
IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT; AND
(III)
THE PURCHASER IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES
ONLY, FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN
3
CONNECTION WITH, THE DISTRIBUTION OR OTHER DISPOSITION THEREOF IN CONTRAVENTION
OF THE SECURITIES ACT OR ANY STATE SECURITIES LAW. THE PURCHASER HAS NO
AGREEMENT OR ARRANGEMENT, FORMAL OR INFORMAL, WITH ANY PERSON TO SELL OR
TRANSFER ALL OR ANY PART OF THE WARRANTS, THE COMMON SHARES AND THE WARRANTS
SHARES, AND THE PURCHASER HAS NO PLANS TO ENTER INTO ANY SUCH AGREEMENT OR
ARRANGEMENT;
(D)
TRANSFER RESTRICTIONS.
THE PURCHASER UNDERSTANDS THAT THE
SECURITIES ARE CHARACTERIZED AS RESTRICTED SECURITIES UNDER THE FEDERAL
SECURITIES LAWS IN AS MUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND
APPLICABLE REGULATIONS, SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER
THE SECURITIES ACT ONLY IN CERTAIN LIMITED CIRCUMSTANCES. IN THIS REGARD,
PURCHASER REPRESENTS THAT PURCHASER IS FAMILIAR WITH RULE 144 UNDER THE
SECURITIES ACT AS PRESENTLY IN EFFECT AND UNDERSTANDS THE RESALE LIMITATIONS
IMPOSED THEREBY AND BY THE SECURITIES ACT. IN ADDITION, THE PURCHASER
UNDERSTANDS THE PURCHASER MUST BEAR THE SUBSTANTIAL ECONOMIC RISKS OF THE
INVESTMENT IN THE SECURITIES INDEFINITELY BECAUSE NONE OF THE SECURITIES MAY BE
SOLD, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUBSEQUENTLY REGISTERED UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE. LEGENDS SHALL BE PLACED ON THE SECURITIES TO THE
EFFECT THAT THEY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS AND APPROPRIATE NOTATIONS THEREOF WILL BE MADE IN THE
COMPANY'S STOCK BOOKS. STOP TRANSFER INSTRUCTIONS WILL BE PLACED WITH THE
TRANSFER AGENT OF THE SECURITIES. PURCHASER UNDERSTANDS THAT PURCHASER WILL NOT
HAVE REGISTRATION RIGHTS WITH RESPECT TO THE COMMON SHARES, WARRANTS OR WARRANT
SHARES.
(E)
DISCLOSURE; ACCESS TO INFORMATION.
PURCHASER HAS REVIEWED AND
UNDERSTANDS THE COMPANY'S "SEC DOCUMENTS." FOR PURPOSES HEREOF, THE TERM "SEC
DOCUMENTS" SHALL MEAN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2005, THE