Common use of Optionee Representations Clause in Contracts

Optionee Representations. The Optionee hereby represents and warrants to the Company that: (i) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports required to be filed by the Company within the preceding twelve months.

Optionee Representations. The Optionee hereby represents and warrants to the Company that: (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company all reports and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) the certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of October 15, 1994, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof." (vii) he agrees that he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him except in accordance with Company's policy, if any, regarding the sale and disposition of securities owned by employees and/or directors of the Company.

Optionee Representations. The Optionee hereby represents and warrants to the Company that: :: (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company all reports and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that, except as provided herein, the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) the certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of April 2, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Optionee Representations. The Optionee hereby represents and warrants to the Company that: (i) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is hereunder, and the Shares to be received as a result of the exercise of the Option, are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 1933 Act1000 Xxx) of such Option or such Shares nor with the present intention of distributing or selling such OptionOption or such Shares; (iv) the Optionee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and the Shares to be received as a result of the exercise of the Option and to make an informed investment decision with respect to both the OptionOption and the Shares; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option (or the Shares to be received as a result of the exercise of the Option) and is able to bear the economic risks of holding the Option or the Shares for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that neither the Option cannor any of such Shares can be transferred or sold unless subsequently registered under the 1933 Act and any applicable state securities laws and regulations or unless an exemption from such registration is available. The Optionee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not be exercised until limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company is again current in its periodic report filings with which are outside of the SEC and has filed all periodic reports required to be filed by the Company within the preceding twelve monthsOptionee’s control.

Optionee Representations. The Optionee hereby represents and warrants to the Company that: : (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee Plan as in effect as of the Board date of this Agreement; (“Special Committee”); (viii) the Company he has made available to the Optionee, or such Optionee has had access to, any received a copy of all reports and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (v) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iii) above; (vi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vii) if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of __________ __, 20__, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Optionee Representations. The In connection with the receipt and subsequent exercise of the Option, the Optionee hereby represents and warrants to the Company that: (i) the Optionee understands and accepts that the grant of the Option by the Company to the following: 1. The Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the receiving these securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely for investment for his own account, for investment purposes account only and not with a view to, or for sale resale in connection with, any distribution (as such term is used in Section 2(11) “distribution” thereof within the meaning of the 1933 Securities Act) of such Option nor with , and the Optionee has no present intention of selling, granting any participation in, or otherwise distributing or selling such Option; (iv) the same in violation of the Securities Act. The Optionee further represents and warrants that the Optionee has made a detailed inquiry concerning does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the securities issuable hereunder. 2. The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and shall submit to the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation such further assurances of such status as may be reasonably requested by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) . The Optionee is experienced in evaluating companies, is an investor in securities of companies in the Optionee development stage such as the Company, is able to fend for himself in transactions such as the ones contemplated by this Grant Agreement, has such knowledge and experience in financial and business matters in order to evaluate such that he is capable of evaluating the merits and risks of his prospective investment in the Option Company, and to make an informed investment decision with respect to has the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able ability to bear the economic risks of holding such investment, including but not limited to the Option for an indefinite periodloss of such investment in its entirety. 3. The Optionee also has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the issuance of the securities issuable hereunder with the Company’s management. 4. The Optionee understands that neither the Option nor the Shares to be received as a result of the exercise of the Option securities have not been registered under the 1933 Securities Act. 5. The Optionee further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or any applicable state an exemption from such registration is available. The Optionee further acknowledges and understands that the Company is under no obligation to register the securities laws and regulations that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the securities, and requirements relating to the Company which are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. The Optionee understands that the certificate evidencing the securities will be imprinted with legends which prohibit the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company. 6. The Optionee acknowledges that no assurances or representations are made by the Company as to the present or future market value of the Common Stock or as to the business, affairs, financial condition or prospects of the Company. The Optionee acknowledges that the Common Stock is not currently publicly traded, and that the Option cannot be exercised until Company has made no assurances that the Company is again current in Common Stock will ever become publicly traded. Neither the Optionee nor his estate, personal representatives or any other successor or transferee shall have any registration rights with respect to any public offering of securities of the Company, its periodic report filings with the SEC and has filed all periodic reports required to be filed by the Company within the preceding twelve monthsSubsidiaries, Affiliates, successors or assigns.

Optionee Representations. The Optionee hereby represents and warrants to the Company that: : (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee Plan as in effect as of the Board date of this Agreement; (“Special Committee”); (viii) the Company he has made available to the Optionee, or such Optionee has had access to, any received a copy of all reports and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (v) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iii) above; (vi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vii) if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of April 1, 2003, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Optionee Representations. The Optionee hereby represents and warrants to the Company that: : (i1) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(112) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company all reports and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (3) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom is available thereunder and that, except as provided herein, the Company is under no obligation to register the Option Shares for sale under the Securities Act; (4) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (5) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Securities Act or an exemption therefrom as provided herein; and (6) the certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of July 11, 1999, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Optionee Representations. The Optionee hereby represents and warrants to the Company that: : (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company all reports and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that, except as provided herein, the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) the certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of April 2, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Optionee Representations. The Optionee hereby represents and warrants to the Company that: : (i) the Optionee understands and accepts that the grant of he is acquiring the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of shall acquire the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is being acquired solely Shares for his own account, for investment purposes only account and not with a view to, or for sale in connection with, any towards the distribution thereof; (as such term is used in Section 2(11ii) he has received a copy of the 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee Plan as in effect as of the Board date of this Agreement; (“Special Committee”); (viii) the Company he has made available to the Optionee, or such Optionee has had access to, any received a copy of all reports and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again current in its periodic report filings with the SEC and has filed all periodic reports documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act, within the preceding twelve monthslast 24 months and all reports issued by the Company to its stockholders; (iv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (v) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iii) above; (vi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vii) if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of _______, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”