COMPLIED
WITH ITS OBLIGATIONS IN SECTION 1.2(B)(I) (OR THAT, IF THE COMPANY HAS FILED A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT WHICH HAS NOT YET BEEN
DECLARED EFFECTIVE, THE COMPANY WILL NOTIFY THE PURCHASER TO THAT EFFECT, WILL
USE ITS COMMERCIALLY REASONABLE
EFFORTS TO SECURE THE EFFECTIVENESS OF SUCH
POST-EFFECTIVE AMENDMENT AS PROMPTLY AS POSSIBLE AND WILL PROMPTLY NOTIFY THE
PURCHASER PURSUANT TO SECTION 1.2(B)(III) HEREOF WHEN THE AMENDMENT HAS BECOME
EFFECTIVE).
(C)
SUBJECT TO CLAUSE (D) BELOW, IN THE EVENT OF (I) ANY REQUEST BY THE SEC OR
ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY DURING THE PERIOD OF
EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR RELATED
PROSPECTUS OR FOR ADDITIONAL INFORMATION; (II) THE ISSUANCE BY THE SEC OR ANY
OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE; (III) THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION
OF ANY OF THE REGISTRABLE SHARES FOR SALE IN ANY JURISDICTION OR THE INITIATION
OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; OR (IV) ANY EVENT OR
CIRCUMSTANCE WHICH NECESSITATES THE MAKING OF ANY CHANGES IN THE REGISTRATION
STATEMENT OR PROSPECTUS, OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE, SO THAT, IN THE CASE OF THE REGISTRATION
STATEMENT, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, AND THAT IN THE CASE OF THE PROSPECTUS, IT
WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, THEN THE COMPANY SHALL
DELIVER A NOTICE IN WRITING TO THE PURCHASER (THE "SUSPENSION NOTICE") TO THE
EFFECT OF THE FOREGOING AND, UPON RECEIPT OF SUCH SUSPENSION NOTICE, THE
PURCHASER WILL REFRAIN FROM SELLING ANY REGISTRABLE SHARES PURSUANT TO THE
REGISTRATION STATEMENT (A "SUSPENSION") UNTIL THE PURCHASER'S RECEIPT OF COPIES
OF A SUPPLEMENTED OR AMENDED PROSPECTUS PREPARED AND FILED BY THE COMPANY, OR
UNTIL IT IS ADVISED IN WRITING BY THE COMPANY THAT THE CURRENT PROSPECTUS MAY BE
USED.
IN THE EVENT OF ANY SUSPENSION, THE COMPANY WILL USE ITS COMMERCIALLY
REASONABLE EFFORTS, CONSISTENT WITH THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS, TO CAUSE THE USE OF THE PROSPECTUS SO SUSPENDED TO BE RESUMED AS
SOON AS REASONABLY PRACTICABLE AFTER THE DELIVERY OF A SUSPENSION NOTICE TO THE
PURCHASER; PROVIDED, HOWEVER, THAT THE COMPANY MAY ON TWO OCCASIONS ONLY SUSPEND
SALES PURSUANT TO THE REGISTRATION STATEMENT FOR A PERIOD OF UP TO THIRTY (30)
DAYS IF THE COMPANY FURNISHES TO THE HOLDERS OF THE REGISTRABLE SHARES A
CERTIFICATE SIGNED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER STATING THAT IN THE
GOOD FAITH JUDGMENT OF