Common use of Representations of Purchaser Clause in Contracts

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

Representations of Purchaser. In connection with the purchase and sale of the SharesPurchaser Stock hereunder, the Purchaser hereby represents and warrants to the Company as followsthat: (ai) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being Stock shall be acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale intention of, distribution thereof in connection with, any “distribution” thereof within the meaning violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Purchaser Stock shall not be disposed of in contravention of the Securities Act, or any applicable state securities laws. (eii) The Purchaser acknowledges and understands that the Shares constitute (a) is an “restricted securitiesaccredited investor” as defined in Rule 501(a) under the Securities Act or (b) by reason of Purchaser’s business and financial experience, and the business and financial experience of those retained by Purchaser to advise Purchaser with respect to Purchaser’s investment in the Purchaser Stock being purchased hereunder, Purchaser, together with such advisors, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the risks and benefits of the investment in the Purchaser Stock. (iii) Purchaser is able to bear the economic risk of the investment in the Purchaser Stock being purchased hereunder, including the complete loss of such investment in the Purchaser Stock to be purchased by the Purchaser hereunder, for an indefinite period of time because the Purchaser Stock have not been registered under the Securities Act in reliance upon a specific exemption therefromand, which exemption depends upontherefore, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must cannot be held indefinitely sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. (fiv) The Purchaser understands that has had an opportunity to ask questions and receive answers concerning the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer terms and conditions of the Shares unless they are registered or offering of Purchaser Stock hereunder and has had full access to such registration is not required in the opinion of counsel satisfactory to other information concerning the Company as Purchaser has requested. (v) This Agreement constitutes, when executed and delivered in accordance with the terms hereof, will constitute, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. The execution, delivery and performance of this Agreement by Purchaser does not and will not conflict with, violate or cause a breach of any other legend required under applicable state securities lawsagreement, contract or instrument to which Purchaser is a party or any judgment, order or decree to which Purchaser is subject.

Representations of Purchaser. In connection with Purchaser understands that the purchase of Shares are not registered under the SharesAct, the Purchaser and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees understands that the Shares have not been registered under the Act, or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction, and are being acquired sold pursuant to exemptions contained in accordance with the Act and subject to exemptions contained in other applicable securities or "Blue Sky" laws. Purchaser understands further that the termsCompany's reliance on these exemptions is based in part on the representations made by Purchaser in the Agreement. In this connection, provisions Purchaser represents and conditions warrants that the offer and sale of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditionsShares were made solely in Massachusetts. (b) The Purchaser agrees (i) to provide such additional documents understands the term "accredited investor" as used in Regulation D promulgated under the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser Act and represents and warrants to the Company (that he is an "accredited investor" for purposes of acquiring the Shares. The nature and amount of Purchaser's investment in the manner designated by the Company) of the Company’s withholding obligationShares is consistent with Purchaser's investment objectives, if any, relating to the exercise of the Optionabilities, and (iii) if this exercise relates to resources. Purchaser understands that the Shares are an Incentive Stock Optionilliquid investment, to notify the Company in writing promptly after the date which will not become freely transferable by reason of any disposition "change of any circumstances" whatever. Purchaser has adequate means of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optionproviding for Purchaser's current needs and possible contingencies and has no need for liquidity in Purchaser's investment. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these the Shares for investment for the Purchaser’s 's own account only for investment, and not for, with a view to, or for resale in connection withwith the resale or distribution thereof. Purchaser has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any “distribution” portion thereof or any interest therein. (d) Purchaser understands that the Shares will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act of 1933and that, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefromsuch, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such the registration requirements thereof is available. Purchaser has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such "restricted securities" after they have been held for one year, does not now apply to the Company, because the Company is not now required to file, and does not file, current reports under the Securities Exchange Act of 1934, and because information concerning the Company substantially equivalent to that which would be available if the Company were required to file such reports is not now publicly available. The Company may become a reporting entity at some future date, but no assurance can be given that it will do so. (e) In connection with Purchaser's acquisition of the Shares, Purchaser further acknowledges and understands accepts the condition that the Company is under no obligation may maintain "stop transfer" orders with respect to register the SharesShares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 7 of this Agreement. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted has consulted Purchaser's attorney or accountant with a legend that prohibits the transfer respect to Purchaser's purchase of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to Shares. Purchaser has fully investigated the Company and any other legend required under applicable state securities lawsits business and financial condition and has knowledge of the Company's current activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser's attorney or accountant access to all information about the Company which they have requested and has offered each of them access to all further information which they deemed relevant to an investment decision with respect to the Shares. Purchaser and Purchaser's attorney or accountant have had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning such information and the Company's financial condition and prospects.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents and Options to the Company as followsthat: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood understands: (i) the Plan Option; and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with this Option Exercise Notice and subject to the terms, provisions Agreement ("Agreement") and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their the terms and conditionsconditions thereof. (b) The Purchaser agrees (i) has access to provide such additional documents as all information regarding the Company may require and its present and prospective business, assets, liabilities and financial condition which have been filed with the Securities and Exchange Commission pursuant to the terms Section 13 of the PlanSecurities Act of 1934, as amended (ii) the "Exchange Act"), and Purchaser has had the opportunity to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) ask questions of the Company’s withholding obligation, if any, relating to the exercise of the Option, 's representatives concerning such matters and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optioninvestment. (c) The Purchaser is fully aware that investment in the Shares involves risk and that no assurances can be given as to the future performance of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The If Purchaser is "directly or indirectly the beneficial owner of more than 10 per cent of the Shares," or an "officer" or "director" of the Company, within the meaning of Section 16 of the Exchange Act, Purchaser recognizes that the Shares purchased hereby may give rise to liability to the Company for short swing profits under Section 16 of the Exchange Act. (e) Purchaser is acquiring these the Shares for investment for the Purchaser’s 's own account only and for investment and not with a view to, or for resale in connection with, any “to distribution” thereof within the meaning of . The Purchaser understands that such Shares may not have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and, accordingly, such Shares may not be sold or transferred in the absence of such registration or exemption therefrom under the Act. (ef) The Purchaser is not purchasing the Shares on the basis of material information that has not been publicly disclosed. (g) If Purchaser effects a transfer of any of the Shares purchased hereby which does not comply with applicable law or any of the provisions of this Agreement, Purchaser agrees to indemnify and hold the Company harmless from any loss, liability, claim, damage or expense occasioned thereby, including, without limitation, reasonable attorney's fees and costs of suit. (h) Purchaser acknowledges and understands that no United States federal or state agency has passed upon or made any recommendation or endorsement of the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Sharespurchased hereby. (fi) The Purchaser understands that is fully aware of the certificate evidencing tax consequences associated with the Shares will be imprinted with a legend that prohibits exercise of the transfer Option and the disposition of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities lawsacquired thereby.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents and warrants to the Company as followsFounder that: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire regarding the acquisition of the Shares. (d) The . Purchaser is acquiring these purchasing the Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)) or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. (eb) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The . (c) Purchaser further understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must be held hold the shares indefinitely unless they are subsequently registered under with the Securities Act and Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that neither the Company nor the Founder has any obligation to register or qualify the Shares for resale. Purchaser further acknowledges 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 understands that manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Founder is under no obligation and may not be able to register the Sharessatisfy. (fd) The Purchaser understands is an accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. (e) Purchaser has been advised that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer purchase of and/or disposition of the Shares unless they are registered or such registration hereunder may have adverse tax effects upon Purchaser. Purchaser is not required in relying upon the opinion of counsel satisfactory to Founder, the Company or their respective legal counsel for any tax advice and any other legend required under applicable state securities lawshas consulted with Purchaser’s own tax advisors in this regard.

Representations of Purchaser. In connection with the purchase of the SharesThe Purchaser represents, the Purchaser represents to the Company warrants and acknowledges as follows: (a) In purchasing the Bonds, it is not relying on any representations of the Issuer with respect to the financial quality of the Bonds. The Purchaser (i) acknowledges is relying solely on statements and representations of the Borrower and on its own knowledge and investigation of the facts and circumstances relating to the purchase of the Bonds and hereby waives any claims that it may have against the Issuer or the members of the governing body of the Issuer with respect to the financial quality of the Bonds arising out of any action such governing body has taken or should have taken in the authorization, issuance or sale of the Bonds or with respect to any statement or representation made by the Issuer in connection with the sale of the Bonds. Insofar as the financial quality of the Bonds is dependent solely on the ability of the Borrower to make all payments as and when due under this Agreement, the Purchaser has received, read acknowledges and understood the Plan and the Option Agreement, (ii) agrees that it has evaluated the Shares are being acquired in accordance with and subject to the terms, provisions and conditions creditworthiness of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditionsBorrower. (b) It intends to treat the purchase of the Bonds as a commercial loan to the Borrower. The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms also represents and warrants that its business is that of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Optiona commercial bank, and (iii) if this exercise relates to as such it is an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof "accredited investor" within the meaning ascribed to that term under Regulation D, Section 501 through 506 of the Securities Act of 1933, as amended amended. In connection with its business, the Purchaser holds an extensive portfolio of investments and commercial loans, as well as other types of loans. The Purchaser has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of making the loan and purchasing the Bonds. (c) The Purchaser has had access to all information relative to the “Securities Act”)business and financial condition of the Borrower that it has required in order to purchase the Bonds and make the loan hereunder. (d) The Issuer and the Borrower have made available during the course of the transaction and prior to the purchase of the Bonds, to the Purchaser, the opportunity to ask questions and receive answers from such parties concerning the terms and conditions of the Bonds offering and to obtain any additional information relative to the financial data and business of such parties, to the extent that such parties possess such information or can acquire it without unreasonable effort or expense. (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and Bonds have not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the Purchaser’s investment intent as expressed hereinand that such registration is not legally required. The Purchaser further understands represents that it is purchasing the Shares must be held indefinitely unless they are subsequently registered Bonds for investment for its own account and not with the present view of transferring the Bonds or any portion of it in such a manner that would require registration under the Securities Act or an exemption from such registration is availableof 1933, as amended. The Purchaser further acknowledges and understands that agrees not to sell or transfer the Company is under no obligation to register the SharesBonds except in compliance with any applicable federal or state securities laws. (f) The Purchaser understands Bonds may be transferred only in whole, in a single transaction whereby all right, title and interest in and to the Bonds are transferred to a single transferee and only with the prior written consent of the Issuer. The Issuer agrees not to withhold its consent unreasonably, when provided with reasonable evidence of the following: (i) that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer transferee has been provided copies of the Shares unless they are registered or such registration is not required Bond Documents, all as currently then in effect, (ii) that the opinion Purchaser's rights under the Bond Documents have been assigned to the transferee as security for the Bonds, (iii) that the transferee has certified as to the representations contained in this Section 5.08 to the Issuer, (iv) that the transferee has assumed and undertaken all obligations of the Purchaser under this Agreement, and (v) that the transferee has been provided copies of any opinions of counsel satisfactory previously delivered to the Company and any other legend required under applicable state securities lawsPurchaser.

Representations of Purchaser. In connection with the purchase of the SharesUnits, the Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares Units are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, and (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the SharesUnits. (d) The Purchaser is acquiring these Shares Units for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares Units constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares Units must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the SharesUnits. (f) The Purchaser understands that the certificate evidencing the Shares Units will be imprinted with a legend that prohibits the transfer of the Shares Units unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Amended Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Amended Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, Amended Option Agreement and (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Amended Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

Representations of Purchaser. In connection with the purchase Purchaser represents and warrants in favor of the Shares, the Purchaser represents to the Company as followsthat: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that it is acquiring the Shares are being acquired in accordance with and subject to the termsfor its own account, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only purposes only, and not with a view to, to or for resale the resale, distribution or assignment thereof, in connection with, any “distribution” thereof within whole or in part; (b) it understands that the meaning offer and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities "Act”")., and under the laws of any other jurisdiction; that the Company does not intend and is under no obligation to so register the Shares; that the Shares may not therefore be sold, assigned, pledged or otherwise transferred unless subsequently registered under the Act or pursuant to an exemption therefrom; and that legends to the foregoing effect will be placed on the Certificate evidencing the Shares; (c) Purchaser has the financial ability to bear the economic risk of its investment in the Company, including its possible loss, has adequate means of providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company; (d) Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Shares; (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act and have of 1933, as amended; (f) Purchaser will not been sell, assign, pledge or otherwise transfer the Shares unless such action is registered under the Securities Act in reliance upon a specific or is exempt from registration pursuant to an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further and acknowledges and understands that the Company is under no obligation whatsoever to register the Shares under the Act or to assist the Purchaser in any way to secure an exemption from registration; (g) Purchaser has been provided an opportunity to obtain information concerning the offering, the Company and all other information to the extent the Company or its representatives possess such information or can acquire it without unreasonable effort or expense; (h) Purchaser has been given the opportunity to ask questions of and receive answers from the representatives of the Company concerning the Company, the Shares, the terms and conditions of the Sale and other matters pertaining to this investment, and has been given the opportunity to obtain additional information necessary to verify the accuracy of the information provided in order for it to evaluate the merits and risks of an investment in the Company to the extent the representatives possess such information or can acquire it without unreasonable effort or expense, and has not been furnished any offering literature or prospectus except the SEC Reports, as hereinafter defined; (i) Purchaser has determined that its investment in in the Company through its purchase of the Shares is a suitable investment for it and that at this time it can bear a complete loss of its investment; (j) In making his decision to invest in the Company through the purchase of the Shares the Purchaser has relied solely upon independent investigations made by it; (k) Purchaser has reached the age of majority in the state in which it resides and is a bona fide resident and domiciliary of the state set forth on the signature page. (fl) Purchaser represents and acknowledges that it has received, read and understood the following documents: i. The Company's Form 10-K Report for its fiscal year ended June 30, 1995; ii. The Company's Form 10-Q Reports for the fiscal quarters ended September 30, 1995, December 31, 1995 and March 31, 1996; and iii. The Company's draft Form 10-K Report for the fiscal year ended June 30, 1996. Purchaser understands that agrees to keep confidential and not to disclose any non-public information contained in such Report prior to its filing with the certificate evidencing Securities and Exchange Commission (the Shares will be imprinted with "SEC"). (Said documents included in i, ii and iii above are hereinafter collectively referred to as the "SEC Reports"). (l) Purchaser is not subscribing as a legend that prohibits result of or subsequent to: i. any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or ii. any seminar or meeting whose attendees, including the transfer Purchaser, had been invited as result of, subsequent to or pursuant to any of the Shares unless they are registered or such registration is not required in foregoing. (m) Any information which the opinion of counsel satisfactory Purchaser has heretofore furnished to the Company with respect to its financial position and business experience, including without limitation its Purchaser Questionnaire, attached hereto as Exhibit "A", is complete and correct as of the date of this Agreement and if there should be any material change in such information at any time prior to or after acceptance of the Sale, the Purchaser will immediately furnish such revised or corrected information to the Company. (n) Purchaser and/or Purchaser's investment advisors, if any, have carefully read and reviewed this Agreement, Exhibit A hereto and the SEC Documents and understand the risks of, and other legend required considerations relating to, a purchase of Sale, including, but not limited to, the risks set forth under applicable "Risk Factors" in the Company's draft 1996 Form 10-K Report. In connection therewith, Purchaser is aware of the fact that the Company has recently emerged from a Chapter 11 Bankruptcy proceeding, has not engaged in ongoing business operations in over thirty (30) months and will need additional financing in order to remain in business and significant additional financing thereafter to implement its business plan. (o) Purchaser will be the only person with a direct or indirect interest in the Shares purchased pursuant to this Agreement. (p) Purchaser acknowledges, represents, agrees and is aware that: i. no Federal or state securities lawsagency has passed upon the Sale or the Shares issuable in connection therewith or made any findings or determinations as to the fairness of this investment; ii. there are substantial risks of loss of investment incidental to the purchase of the Shares; iii. the investment is an illiquid investment; iv. the representations, warranties, agreements, undertakings and acknowledgments made by the Purchaser in this Agreement are made with the intent that they be relied upon by the Company and its officers in determining his suitability as a purchaser of the Shares, and shall survive the acceptance by the Company of this subscription, In addition, the Purchaser agrees to notify the Company immediately of any change in any representation, warranty or other information relating to the undersigned set forth herein; v. Purchaser has read and understood the SEC Documents. (q) Purchaser represents, warrants and agrees in favor of the Company that Purchaser has determined to make this investment based on its own investigation of the Company and its prospects, that neither the Company nor any of its officers, directors, employees, agents, representatives or attorneys have made any representations to Purchaser concerning the business or prospects of the Company, that Purchaser has the business sophistication to determine on its own whether or not to make this investment.

Representations of Purchaser. In connection with the purchase Purchaser represents and warrants to Provider as of the Shares, the Purchaser represents to the Company as followsEffective Date that: (a) The Purchaser acknowledges that it has been advised that part of the collateral securing the financial arrangements for the System may be the granting of a first priority perfected security interest (the “Security Interest”) in the System to a Financing Party; (b) To Purchaser’s knowledge, the granting of the Security Interest will not violate any term or condition of any covenant, restriction, lien, financing agreement, or security agreement affecting the Premises; (c) Purchaser is aware of no existing lease, mortgage, security interest or other interest in or lien upon the Premises that could attach to the System as an interest adverse to Provider’s Financing Party’s Security Interest therein; (d) To Purchaser’s knowledge, there exists no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, constitute a default under this Agreement; (e) To Purchaser’s knowledge, Purchaser has identified and disclosed to Provider in the Special Conditions (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreementall Environmental Documents in Purchaser’s possession or control, (ii) agrees that the Shares are being acquired in accordance all CCRs, Governmental Approvals or other restrictions imposed under Applicable Laws with and subject respect to the terms, provisions and conditions use of the Plan Premises that could affect the construction and operation of the Option AgreementSystem within Purchaser’s possession or control, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Planall environmental reports, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligationstudies, if any, data or other information relating to the exercise use of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs Premises by Provider within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, possession or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares.control; (f) The To Purchaser’s knowledge, the Premises is in compliance with Environmental Laws, and that Purchaser understands that holds and is in compliance with all Governmental Approvals required for the certificate evidencing ownership and any current operations or activities conducted at the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required Premises; and (g) Purchaser has identified in the opinion Special Conditions and delivered to Provider all material reports and information concerning the presence or release of counsel satisfactory to Hazardous Materials on, in or under the Company and any other legend required under applicable state securities lawsPremises in Purchaser’s possession or control. Any Financing Party shall be an intended third-party beneficiary of this Section 8.2.

Representations of Purchaser. In connection This Purchase Agreement is made with each Purchaser by the purchase Company in reliance upon such Purchaser's representations to the Company, which by such Purchaser's acceptance hereof, such Purchaser confirms, that (a) Purchaser is acquiring the Shares for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Shares, or the Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges that the Purchaser has receivedNote, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide if exchanged for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligationShares, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of or any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant Company issuable upon conversion of the Option Shares or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view toNote, or for resale in connection with, any “distribution” thereof within the meaning of except as permitted under the Securities Act of 1933, as amended (the “Securities "Act”"). , the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (eb) The Purchaser's financial circumstances are such as to permit Purchaser acknowledges and understands to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that none of the Shares constitute “restricted securities” under Shares, the Securities Act and Note, if exchanged for the Shares, or the Common Stock issuable upon the conversion thereof have not been registered under the Securities Act in reliance upon a specific exemption therefromAct, which exemption depends uponand that, among other thingsaccordingly, such Shares, shares of Common Stock and the bona fide nature of the Purchaser’s investment intent Note will be what is commonly known as expressed herein. The "restricted securities," and are not freely transferrable by Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is available. The an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser further acknowledges is knowledgeable about the software industry and understands that the Company's products and has had the opportunity to discuss with Company management the Company is under no obligation and its products, prospects, results of operation and financial condition and to register have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Shares. , and (f) The Purchaser understands that the certificate following legends shall be placed on the Certificates evidencing the Shares will be imprinted with a legend that prohibits (and, on the transfer Note and any shares of Common Stock is issuable upon conversion of the Shares unless they are registered or such registration is not required in and the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities lawsNote): "THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THESE SECURITIES NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents to the Company as followsthe following: (a) The Purchaser (i) acknowledges that It is purchasing the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s its own account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"). (eb) The Purchaser acknowledges and It understands that the Shares constitute “restricted securities” under the Securities Act and securities have not been registered under the Securities Act in reliance upon by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s his investment intent as expressed herein. The Purchaser In this connection, it understand that, in the view of the Securities and Exchange Commission ("Commission"), the statutory basis for such exemption may not be present if its representations meant that its present intention was to hold these securities for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, on for a year or any other fixed period in the future. (c) It further acknowledges and understands that the Shares securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from form such registration is available. The Purchaser It further acknowledges and understands that the Company is under no obligation to register the Shares. (f) The Purchaser securities. It understands that the certificate evidencing the Shares securities will be imprinted with a legend that which prohibits the transfer of the Shares securities unless they are registered or such registration is not required in the opinion of counsel satisfactory for the Company. (d) It is aware of the adoption of Rule 144 by the Commission, promulgated under the Securities Act, which permits limited public resale of securities acquired in a non-public offering subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the resale occurring not less than two years after it has purchased and paid for the securities to be sold, the sale being through a broker in an unsolicited "broker's transaction" and the amount of securities being sold during any six-month period not exceeding specified limitations (generally, 1% of the total amount outstanding). (e) It further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time it wishes to sell the securities; and, if so, it would be precluded from selling the securities under Rule 144 even if the two-year minimum holding period had been satisfied. (f) It further acknowledges that in the event all of the requirements of Rule 144 are not met, compliance with Regulation A or some other registration exemption will be required; and any that although Rule 144 is not exclusive, the staff of the Commission has expressed its opinion that persons proposing to sell private placement securities other legend required under applicable state securities lawsthan in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

Representations of Purchaser. In connection Purchaser represents and warrants to Seller that: a) Purchaser is not acquiring the Transferred Debenture with the purchase a view to a distribution in violation of Section 5 of the Shares, Act and will resell such Transferred Debenture only in transactions which would be permissible under the Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions securities laws of the Plan and United States of America or any state thereof. b) Purchaser is an "accredited investor" as such term is defined in Regulation 501(a) under the Option AgreementAct, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (is acquiring Seller's interest in the manner designated by the Company) of the Company’s withholding obligationTransferred Debenture for its own account, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, to any “distribution” distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The . Purchaser acknowledges and understands is aware that the Shares constitute “restricted securities” under purchase and sale of the Securities Act and Transferred Debenture have not been registered under the Securities Act, that the Transferred Debenture are "restricted securities" under the Act, and that the Transferred Debenture may be re-offered and sold by Purchaser only if registered or qualified under the Act and other applicable securities laws, or if appropriate exemptions from registration or qualification under such laws are available. c) Purchaser acknowledges and represents that: (i) Purchaser has made its own investigation into the merits and risks of entering into the transactions contemplated by this Agreement, (ii) Purchaser has the capacity and financial expertise to evaluate the same, (iii) Purchaser has not relied on any representations or warranties of Seller or its agents or affiliates except for the representations and warranties of Seller expressly provided in reliance upon a specific exemption therefromSection 3 above, which exemption depends upon(iv) Purchaser has received all the information it considers necessary or appropriate for deciding whether to acquire Seller's interest in the Transferred Debentures and (in part through its or its parent's relationship with, among other thingsand special access to information about, the bona fide nature Company) has had an opportunity to secure all such information as Purchaser deems necessary regarding such interest, the Transferred Debenture and the business, properties, prospects and financial condition of the Purchaser’s Company, (v) Purchaser has the financial capacity to bear the loss of its entire investment intent in the Transferred Debenture, and (vi) both before and after the consummation of the transactions contemplated by this Agreement, Purchaser is "solvent" as expressed herein. The Purchaser further understands that term is used in the Shares must be held indefinitely unless they are subsequently registered under the Securities Act United States Bankruptcy Code and in any applicable fraudulent conveyance, fraudulent transfer or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Sharessimilar laws. (fd) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required has full right, power and authority to enter into this Agreement, and to purchase Seller's interest in the opinion Transferred Debenture from Seller on the terms described herein, and this Agreement constitutes a legal, valid and binding obligation of counsel satisfactory to the Company and any other legend required under applicable state securities lawsPurchaser.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents and warrants to the Company as followsSeller that: (a) The Purchaser (i) acknowledges that is a limited partnership duly organized, validly existing and in good standing under the Purchaser laws of Delaware and it has receivedfull right, read power and understood the Plan authority to enter into this Agreement and the Option Agreement, (ii) agrees that the Shares are being acquired to perform its obligations hereunder in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of this Agreement and has taken all necessary action to authorize the Planexecution, delivery and performance of this Agreement. b) This Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms (iisubject, as to enforceability, to applicable bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity). c) Purchaser is acquiring the Purchased Shares to provide be acquired by it hereunder for its own account for investment purposes, and Purchaser will resell such Purchased Shares only in transactions which would be permissible under the payment by securities laws of the United States of America or any state thereof. d) Purchaser is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Act. e) Purchaser represents that in the normal course of its business, it invests in or purchases securities similar to the Company (Purchased Shares and that it has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the manner designated by merits and risks of purchasing the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the OptionPurchased Shares. (cf) The Purchaser is aware that it may be required to bear the economic risk of an investment in the Company’s business affairs Purchased Shares for an indefinite period of time and financial condition and has acquired sufficient information about it is able to bear the risk for an indefinite period. g) Purchaser is aware that, until the Company is reasonably satisfied in accordance with industry practice that such legend is not required, a legend similar to reach an informed and knowledgeable decision to acquire the following may appear on the certificates representing the Purchased Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any : “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and These securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must 1933 and may be held indefinitely unless they are subsequently re-offered and sold only if so registered under the Securities Act or an if any exemption from such registration is available. The .” h) Purchaser further acknowledges and understands represents that it has made its own investigation into the Company is under no obligation merits and risks of entering into the transaction contemplated by this agreement and that it has the capacity and financial experience to register evaluate the Sharessame. Purchaser has not relied on any statement, document or other information provided by or on behalf of Seller regarding the business, properties, prospects and financial condition of the Company. (fi) The Purchaser believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Purchased Shares and has had an opportunity to secure all such information as it deems necessary regarding the business, properties, prospects and financial condition of the Company. j) Purchaser understands that the certificate evidencing offer and the Shares will be imprinted with a legend that prohibits the transfer sale of the Purchased Shares unless they are not being registered or such registration is not required in under the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities lawsAct.

Representations of Purchaser. In connection with the purchase of the Shares, the The Purchaser represents to the Company as follows: (a) The Purchaser (i) acknowledges understands that the Common Stock underlying the Units (without giving effect to the adjustments as described in the Offering Memorandum) has been registered under the Securities Act but that a post-effective amendment to such registration statement (the ‘‘Post-Effective Amendment’’) would have to be filed by the Company with respect to sales of such Common Stock by the Purchaser and that such Common Stock may not be sold until the Post-Effective Amendment has received, read been filed and understood the Plan become effective and the Option Agreement, (ii) agrees that the Shares are being acquired in remaining Common Stock underlying the Units or rights related thereto, as adjusted m accordance with and subject the Offering Memorandum, may not be sold unless registered under the Securities Act or pursuant to an exemption from such registration requirements, including the terms, provisions and conditions limitations of Rule 144 promulgated under the Plan and the Option Agreement, and Securities Act (iii) agrees to abide by and be bound by their terms and conditions‘‘Rule 144’’). (b) The Purchaser agrees (i) is purchasing the Securities for his own account for investment and not with a view to provide such additional documents as or for sale in violation of the Company Securities Act. The Purchaser understands that he must bear the economic risk of owning the Securities for an indeterminate period of time, and that he may require pursuant suffer, and is able to bear, a total loss with respect to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the OptionSecurities. (c) The Purchaser individually or with his investor representative has such knowledge and experience in financial and business matters that he is aware capable of evaluating the merits and risks of the acquisition of the Securities and, having reviewed all public information concerning the Company’s business affairs , has concluded that he is able to bear those risks. In this regard, the Purchaser represents that he is an ‘‘accredited investor’’ within the meaning of Regulation D promulgated by the Securities and financial condition and has acquired sufficient information about Exchange Commission pursuant to the Company to reach an informed and knowledgeable decision to acquire the SharesSecurities Act. (d) The Securities were not offered or sold to the Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, by any form of general solicitation or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)general advertising. (e) The Purchaser acknowledges and understands that if any further transfer of the Shares constitute “restricted securities” Securities is to be made in reliance upon an exemption under the Securities Act, the Company will, unless such Securities are registered pursuant to then effective registration statement under the Securities Act, require an opinion of counsel satisfactory to it that such transfer may be made pursuant to an exemption under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Sharesapplicable state law. (f) The Purchaser understands is not (either alone or together with others) directly or indirectly controlling or controlled by the Company or under direct or indirect common control with the Company within the meaning of the Securities Act. (g) In making any subsequent offering or sale of the Securities, the Purchaser will be acting only for himself and not as part of a sale or planned distribution that would be in violation of the Securities Act. Table of Contents (h) The Purchaser acknowledges that, so long as necessary and except as otherwise provided herein, a legend may appear on the certificates representing the Securities or any Common Stock into which they are convertible stating the restrictions under which the Securities or such Common Stock may be sold. (i) The Purchaser acknowledges that the certificate evidencing purchase of the Shares Securities does not violate any law or regulation applicable to him or his business. (j) The Purchaser acknowledges that the Company and its counsel are entitled to and will be imprinted rely on these representations in connection with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required in Securities by the opinion of counsel satisfactory Seller to the Company and any other legend required under applicable state securities lawsPurchaser.

Representations of Purchaser. In connection The Purchaser represents that it is acquiring the Purchased Shares for investment purposes only and not with the purchase view to the distribution, resale, subdivision or fractionalization thereof, and that the transaction contemplated hereby is exempt from the registration provisions of the Shares, the Act. The Purchaser represents that it is acquiring the Purchased Shares for its own account and not for the account, benefit or interest, directly or indirectly, of any other person. The Purchaser represents that he or it is an “accredited investor” as such term is defined in Rule 501(a) under the Act and is not an associated person of an NASD member firm. The Purchaser represents that no portion of the Consideration (as defined below), has been provided by the Seller for this transaction and that no repurchase rights, options, calls, puts or similar rights have been granted to the Company as follows: (a) Seller regarding the Purchased Shares. The Purchaser acknowledges that the Purchased Shares are “restricted securities” as that term is defined in Rule 144 adopted under the Act; that the Purchaser’s right to resell the Purchased Shares is subject to Rule 144 under the Act; and that, if and when available, if at all, Rule 144 may impose volume limitations, and certain other conditions on resales made pursuant thereto. Purchaser represents and warrants that the execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly and effectively authorized by all requisite action and constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The Purchaser represents that it (i) has purchased restricted securities in the past and understands and acknowledges that the Purchaser has received, read and understood lack of liquidity involved in the Plan and the Option Agreement, ownership of restricted securities; (ii) agrees that has such knowledge and experience in business matters and is was capable of evaluating the Shares are being acquired merits and risks of investing in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, Purchased Shares; and (iii) agrees is able to abide by and be bound by their terms and conditions. (b) The bear the financial risks of investing in the Purchased Shares for an indefinite period of time. In entering into this Agreement the Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms is not relying on any representations of the Plan, (ii) to provide for Seller or the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the OptionIssuer other than those specifically set forth herein. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser hereby represents and warrants to the Company Seller as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Transferred Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act of 1933 (the “1933 Act”) or the laws of any state, that the sale of the Transferred Shares to Purchaser is being undertaken in reliance upon a specific an exemption therefrom, which exemption depends upon, among other things, from the bona fide nature registration requirements of the 1933 Act, and reliance upon such exemption is based upon Purchaser’s investment intent as expressed hereinrepresentations, warranties and agreements contained in this Agreement, and that the certificates evidencing the Transferred Shares will be endorsed with a restrictive legend. (b) Purchaser is aware that the purchase of the Transferred Shares is speculative and involves a high degree of risk. The Purchaser is aware that there is no guarantee that Purchaser will realize any gain from his acquisition of the Transferred Shares. Purchaser further understands that Purchaser could lose the entire amount of his investment. (c) Purchaser: (i) is acquiring the Transferred Shares must be held indefinitely solely for Purchaser’s own account for investment purposes only and not with a view toward resale or distribution thereof, in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Transferred Shares to any other person; and (iii) agrees not to sell or otherwise transfer the Transferred Shares unless and until they are subsequently registered under the Securities 1933 Act and any applicable state securities laws, or unless an exemption from any such registration requirement is available. The Purchaser further acknowledges and understands that the Company is considered a “shell company” and, unless the Company becomes a reporting company, no transfer of the Transferred Shares pursuant to Rule 144 promulgated under no obligation the 1933 Act may be made. (d) Purchaser is financially able to register bear the economic risk of an investment in the Transferred Shares, including the ability to hold the Transferred Shares indefinitely and to afford a complete loss of his investment in the Transferred Shares. Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Shares. (fe) The Purchaser understands that has received all the certificate evidencing information he considers necessary or appropriate for deciding whether to purchase the Shares will be imprinted with a legend that prohibits Transferred Shares. Purchaser has had an opportunity to ask questions and receive answers from the transfer Seller and other representatives of the Shares unless they are registered or such registration is not required in Company regarding the opinion terms and conditions of counsel satisfactory to the Company Transferred Shares, and any other legend required under applicable state securities lawsthe business, properties, prospects and financial condition of the Company.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents and warrants to the Company and covenants with Seller as follows: (a) The Purchaser is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to acquire the Membership Interest, to enter into this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and all documents executed by Purchaser which are to be delivered to Seller at or prior to the Closing are or at the time of Closing will be duly authorized, executed, and delivered by Purchaser (ior the Company in the case of the Lease Agreement), are or at the time of Closing will be legal, valid and binding obligations of Purchaser (or the Company in the case of the Lease Agreement) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired enforceable in accordance with and subject to the their terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions.; (b) The Purchaser agrees (iA) to provide such additional documents is an “accredited investor” as the Company may require pursuant to the terms defined in Rule 501 of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (B) has no need for liquidity with respect to the Membership Interest, (C) is able to bear the economic risks of an investment in the Membership Interest for an indefinite period, and (D) is able to afford a complete loss of such investment. The persons making the decision to invest on behalf of Purchaser have such knowledge and experience in financial, real estate and business matters to enable them to utilize the information made available to them in connection with the acquisition of the Membership Interest, to evaluate the merits and risks of the prospective investment in the Membership Interest and to make an informed business decision with respect thereto. (ec) The Purchaser acknowledges and recognizes that an investment in the Membership Interest involves significant risks including those risks which are associated with the investment in real estate. (d) Purchaser understands that the Shares constitute “restricted securities” under the Securities Act and Membership Interest have not been registered under the Securities Act Act, in reliance upon a specific an exemption therefrom, which exemption depends upon, among other things, therefrom for nonpublic offerings and understands that no documents or instruments have been filed with or reviewed by any state securities administrators because of the bona fide representations made by the Company as to the private or limited nature of the Purchaser’s investment intent as expressed herein. The offering. (e) Purchaser further understands that the Shares must be held indefinitely unless they Membership Interest are subsequently registered restricted securities and acknowledges that it will not sell, transfer or otherwise dispose of its Membership Interest without registration thereof under the Securities Act and applicable state securities laws, or pursuant to an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Sharestherefrom. (f) The Membership Interest are being purchased solely for Purchaser’s own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others. (g) There are no actions, proceedings or investigations pending involving Purchaser understands that which question the certificate evidencing validity of this Agreement or adversely affect Purchaser’s ability to consummate the Shares transactions contemplated by this Agreement or the Lease Agreement; (h) The execution, delivery and performance by Purchaser of this Agreement will be imprinted with not violate, or constitute a legend that prohibits the transfer default under, any provision of the Shares unless they are registered Purchaser’s partnership agreement or such registration of any agreement or other instruments to which Purchaser is not required a party or by which Purchaser or any of its property is bound; and (i) Purchaser agrees to use its reasonable efforts to satisfy all conditions set forth in the opinion subsection 7(b) of counsel satisfactory this Agreement on or prior to the Company and any other legend required under applicable state securities lawsClosing Date.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser Algar hereby represents to the Company as followsand warrants that: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the By executing this Option Agreement, (ii) agrees that Algar hereby acknowledges receipt of all such information as Algar deems necessary and appropriate to enable Algar to evaluate the Shares are being acquired merits and risks in accordance with acquiring the Option. Algar acknowledges receipt of satisfactory and subject to complete information covering the terms, provisions business and conditions financial condition of the Plan Company, including the opportunity to obtain information regarding the Company's financial status, in response to all inquiries in respect thereof. Algar has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of acquiring the Option and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions.capacity of protecting his own interests in the transaction; (b) The Purchaser agrees (i) to provide such additional documents as Algar has received and reviewed the Annual Report of the Company may require for the year ended December 31, 2012, made pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”")., including the exhibits included therewith, and each of the Quarterly and Current Reports, including any exhibits included therewith, made pursuant to the Exchange Act since the filing of the Annual Report. Algar has been furnished with such additional materials relating to the Company and the offering of the Option which it has requested, and has been afforded the opportunity to make inquiries concerning the Company and such matters as Algar has deemed necessary, and has further been afforded the opportunity to obtain any additional information required by Algar to the extent the Company possesses such information or could acquire it without unreasonable effort or expense; (c) Algar has relied on its own tax and legal advisor and its own investment counselors, as applicable, with respect to the income tax and investment considerations of or relating to the Option; (d) Algar is authorized and qualified to purchase the Option; the person signing this Agreement on behalf of Algar has been duly authorized to do so; and this Agreement represents a valid, binding and enforceable agreement of Algar; (e) The Purchaser acknowledges and understands that No representations or warranties have been made to Algar by the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefromCompany, which exemption depends uponits officers, among other things, the bona fide nature directors or shareholders or any persons acting on behalf of the Purchaser’s investment intent Company, or any affiliates of any of them, other than the representations set forth herein, and Algar is aware of the risks and uncertainties investments in the Company, such as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under need for future funding, competition from companies with greater resources, recent lack of profitability, changing technology, and the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges need to attract and understands that the Company is under no obligation to register the Shares.retain qualified personnel; and (f) The Purchaser understands that foregoing representations, warranties and agreements of Algar made herein shall survive the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer issuance of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory Option to the Company and any other legend required under applicable state securities lawsAlgar.

Representations of Purchaser. In connection with the purchase Purchaser represents and warrants in favor of the Shares, the Purchaser represents to the Company as followsthat: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that it is acquiring the Shares are being acquired in accordance with and subject to the termsfor its own account, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only purposes only, and not with a view to, to or for resale the resale, distribution or assignment thereof, in connection with, any “distribution” thereof within whole or in part; (b) it understands that the meaning offer and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities "Act”"). (e) The Purchaser acknowledges , and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among laws of any other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands jurisdiction; that the Company does not intend and is under no obligation to so register the Shares.; that the Shares may not therefore be sold, assigned, pledged or otherwise transferred unless subsequently registered under the Act or pursuant to an exemption therefrom; and that legends to the foregoing effect will be placed on the Certificate evidencing the Shares; (c) Purchaser has the financial ability to bear the economic risk of its investment in the Company, including its possible loss, has adequate means of providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company; (d) Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Shares; (e) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended; (f) The Purchaser understands that has been given the certificate evidencing opportunity to ask questions of and receive answers from the representatives of the Company concerning the Company, the Shares, the terms and conditions of the Sale and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information as Purchaser deemed necessary to verify the accuracy of the information provided in order for it to evaluate the merits and risks of an investment in the Company and has not been furnished any offering literature or prospectus except the SEC Reports; (g) Purchaser is not acquiring the Shares will be imprinted with as a legend that prohibits result of or subsequent to: i. any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or ii. any seminar or meeting whose attendees, including the transfer Purchaser, had been invited as result of, subsequent to or pursuant to any of the Shares unless they are registered or such registration is not required in foregoing. (h) Any information which the opinion of counsel satisfactory Purchaser has heretofore furnished to the Company with respect to its financial position and business experience, including without limitation its Purchaser Questionnaire, attached hereto as Exhibit "A", is complete and correct as of the date of this Agreement and if there should be any material change in such information at any time prior to or after acceptance of the Sale, the Purchaser will immediately furnish such revised or corrected information to the Company. (i) Purchaser and/or Purchaser's investment advisors, if any, have carefully read and reviewed this Agreement, Exhibit A hereto and the SEC Documents and understand the risks of, and other legend required considerations relating to, a purchase of Sale, including, but not limited to, the risks set forth under applicable state securities laws"Risk Factors" in the Company's draft 1996 Form 10-K Report, attached as Exhibit C. In connection therewith, Purchaser is aware of the fact that the Company has recently emerged from a Chapter 11 Bankruptcy proceeding, has not engaged in ongoing business operations in over thirty (30) months and will need additional financing in order to remain in business and significant additional financing thereafter to implement its business plan.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser hereby represents and warrants to the Company Seller as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act or the laws of any state, that the sale of the Shares to Purchaser is being undertaken in reliance upon a specific an exemption therefrom, which exemption depends upon, among other things, from the bona fide nature registration requirements of the Securities Act, and reliance upon such exemption is based upon Purchaser’s 's representations, warranties and agreements contained in this Agreement, and that the certificates evidencing the Shares will be endorsed with a restrictive legend. (b) Purchaser has carefully reviewed all information necessary to enable Purchaser to evaluate his investment intent in the Company, including without limitation all SEC Documents. Purchaser is an “accredited investor” as expressed hereinthat term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and has been provided with all materials and information requested by Purchaser, including any information requested to verify any information furnished, and Purchaser has been provided the opportunity for direct communication between Seller and its representatives and Purchaser regarding the purchase contemplated by this Agreement, including the opportunity to ask questions and receive answers from the Seller or the Company. (c) Purchaser is aware that the purchase of the Shares is speculative and involves a high degree of risk. The Purchaser is aware that there is no guarantee that Purchaser will realize any gain from his acquisition of the Shares. Purchaser further understands that Purchaser could lose the entire amount of his investment. (d) Purchaser: (i) is acquiring the Shares must be held indefinitely solely for Purchaser's own account for investment purposes only and not with a view toward resale or distribution thereof, in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Shares to any other person; and (iii) agrees not to sell or otherwise transfer the Shares unless and until they are subsequently registered under the Securities Act and any applicable state securities laws, or unless an exemption from any such registration requirement is available. (e) Purchaser is financially able to bear the economic risk of an investment in the Shares, including the ability to hold the Shares indefinitely and to afford a complete loss of his investment in the Shares. The Purchaser further acknowledges has such knowledge and understands that experience in financial and business matters as to be capable of evaluating the Company is under no obligation to register merits and risks of an investment in the Shares. (f) Purchaser has been advised that he should consult with counsel of his choice concerning this matter, and he has had an opportunity to do so, but nevertheless has elected to waive that right. (g) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer source of the Shares unless they are registered or such registration funds used to pay the Purchase Price is not required in the opinion personal funds of counsel satisfactory to the Company and any other legend required under applicable state securities lawsPurchaser.

Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees understands that the Shares have not been registered under the Act, or registered or qualified under the securities or “Blue Sky” laws of any jurisdiction, and are being acquired sold pursuant to exemptions contained in accordance with the Act and subject to exemptions contained in other applicable securities or “Blue Sky” laws. Purchaser understands further that the termsCompany’s reliance on these exemptions is based in part on the representations made by Purchaser in this Agreement. In this connection, provisions Purchaser represents and conditions warrants that the offer and sale of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditionsShares were made solely in Massachusetts. (b) The Purchaser agrees (i) to provide such additional documents understands the term “accredited investor” as used in Regulation D promulgated under the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser Act and represents and warrants to the Company (that he is an “accredited investor” for purposes of acquiring the Shares. The nature and amount of Purchaser’s investment in the manner designated Shares is consistent with Purchaser’s investment objectives, abilities and resources. Purchaser understands that the Shares are an illiquid investment, which will not become freely transferable by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date reason of any disposition “change of any circumstances” whatever. Purchaser has adequate means of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optionproviding for Purchaser’s current needs and possible contingencies and has no need for liquidity in Purchaser’s investment. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these the Shares for investment for the Purchaser’s own account only for investment, and not for, with a view to, or for resale in connection withwith the resale or distribution thereof. Purchaser has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any “distribution” portion thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)or any interest therein. (ed) The Purchaser acknowledges and understands that the Shares will constitute “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefromthat, which exemption depends uponas such, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such the registration requirements thereof is available. Purchaser has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such “restricted securities” after they have been held for six months, does not now apply to the Company, because the Company is not now required to file, and does not file, current reports under the Securities Exchange Act of 1934, and because information concerning the Company substantially equivalent to that which would be available if the Company were required to file such reports is not now publicly available. The Company may become a reporting entity at some future date, but no assurance can be given that it will do so. (e) In connection with Purchaser’s acquisition of the Shares, Purchaser further acknowledges and understands accepts the condition that the Company is under no obligation may maintain “stop transfer” orders with respect to register the SharesShares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 5 of this Agreement. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted has consulted Purchaser’s attorney or accountant with a legend that prohibits the transfer respect to Purchaser’s purchase of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to Shares. Purchaser has fully investigated the Company and any other legend required under applicable state securities lawsits business and financial condition and has knowledge of the Company’s current activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser’s attorney or accountant access to all information about the Company which they have requested and has offered each of them access to all further information which they deemed relevant to an investment decision with respect to the Shares. Purchaser and Purchaser’s attorney or accountant have had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning such information and the Company’s financial condition and prospects.

Representations of Purchaser. In connection with Purchaser understands that the purchase of Shares are not registered under the SharesAct, the Purchaser and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees understands that the Shares have not been registered under the Act, or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction, and are being acquired sold pursuant to exemptions contained in accordance with the Act and subject to exemptions contained in other applicable securities or "Blue Sky" laws. Purchaser understands further that the termsCompany's reliance on these exemptions is based in part on the representations made by Purchaser in the Agreement. In this connection, provisions Purchaser represents and conditions warrants that the offer and sale of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditionsShares were made solely in Massachusetts. (b) The Purchaser agrees (i) to provide such additional documents understands the term "accredited investor" as used in Regulation D promulgated under the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser Act and represents and warrants to the Company (that she is an "accredited investor" for purposes of acquiring the Shares. The nature and amount of Purchaser's investment in the manner designated by the Company) of the Company’s withholding obligationShares is consistent with Purchaser's investment objectives, if any, relating to the exercise of the Optionabilities, and (iii) if this exercise relates to resources. Purchaser understands that the Shares are an Incentive Stock Optionilliquid investment, to notify the Company in writing promptly after the date which will not become freely transferable by reason of any disposition "change of any circumstances" whatever. Purchaser has adequate means of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optionproviding for Purchaser's current needs and possible contingencies and has no need for liquidity in Purchaser's investment. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these the Shares for investment for the Purchaser’s 's own account only for investment, and not for, with a view to, or for resale in connection withwith the resale or distribution thereof. Purchaser has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any “distribution” portion thereof or any interest therein. (d) Purchaser understands that the Shares will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act of 1933and that, as amended (the “Securities Act”). (e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefromsuch, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such the registration requirements thereof is available. Purchaser has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such "restricted securities" after they have been held for one year, does not now apply to the Company, because the Company is not now required to file, and does not file, current reports under the Securities Exchange Act of 1934, and because information concerning the Company substantially equivalent to that which would be available if the Company were required to file such reports is not now publicly available. The Company may become a reporting entity at some future date, but no assurance can be given that it will do so. (e) In connection with Purchaser's acquisition of the Shares, Purchaser further acknowledges and understands accepts the condition that the Company is under no obligation may maintain "stop transfer" orders with respect to register the SharesShares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 7 of this Agreement. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted has consulted Purchaser's attorney or accountant with a legend that prohibits the transfer respect to Purchaser's purchase of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to Shares. Purchaser has fully investigated the Company and any other legend required under applicable state securities lawsits business and financial condition and has knowledge of the Company's current activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser's attorney or accountant access to all information about the Company which they have requested and has offered each of them access to all further information which they deemed relevant to an investment decision with respect to the Shares. Purchaser and Purchaser's attorney or accountant have had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning such information and the Company's financial condition and prospects.

Representations of Purchaser. In connection with Purchaser understands that the purchase of Shares are not registered under the SharesAct, the Purchaser and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees understands that the Shares have not been registered under the Act, or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction, and are being acquired sold pursuant to exemptions contained in accordance with the Act and subject to exemptions contained in other applicable securities or "Blue Sky" laws. Purchaser understands further that the termsCompany's reliance on these exemptions is based in part on the representations made by Purchaser in the Agreement. In this connection, provisions Purchaser represents and conditions warrants that the offer and sale of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditionsShares were made solely in Massachusetts. (b) The Purchaser agrees (i) to provide such additional documents understands the term "accredited investor" as used in Regulation D promulgated under the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser Act and represents and warrants to the Company (that he is an "accredited investor" for purposes of acquiring the Shares. The nature and amount of Purchaser's investment in the manner designated by the Company) of the Company’s withholding obligationShares is consistent with Purchaser's investment objectives, if any, relating to the exercise of the Optionabilities, and (iii) if this exercise relates to resources. Purchaser understands that the Shares are an Incentive Stock Optionilliquid investment, to notify the Company in writing promptly after the date which will not become freely transferable by reason of any disposition "change of any circumstances" whatever. Purchaser has adequate means of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optionproviding for Purchaser's current needs and possible contingencies and has no need for liquidity in Purchaser's investment. (c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) The Purchaser is acquiring these the Shares for investment for the Purchaser’s 's own account only for investment, and not for, with a view to, or for resale in connection withwith the resale or distribution thereof. Purchaser has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any “distribution” portion thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)or any interest therein. (ed) The Purchaser acknowledges and understands that the Shares will constitute “"restricted securities” " thin-the meaning of Rule 144 promulgated under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefromthat, which exemption depends uponas such, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such the registration requirements thereof is available. Purchaser has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such "restricted securities" after they have been held for one year, does not now apply to the Company, because the Company is not now required to file, and does not file, current reports under the Securities Exchange Act of 1934, and because information concerning the Company substantially equivalent to that which would be available if the Company were required to file such reports is not now publicly available. The Company may become a reporting entity at some future date, but no assurance can be given that it will do so. (e) In connection with Purchaser's acquisition of the Shares, Purchaser further acknowledges and understands accepts the condition that the Company is under no obligation may maintain "stop transfer" orders with respect to register the SharesShares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 7 of this Agreement. (f) The Purchaser understands that the certificate evidencing the Shares will be imprinted has consulted Purchaser's attorney or accountant with a legend that prohibits the transfer respect to Purchaser's purchase of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to Shares. Purchaser has fully investigated the Company and any other legend required under applicable state securities lawsits business and financial condition and has knowledge of the Company's current activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser's attorney or accountant access to all information about the Company which they have requested and has offered each of them access to all further information which they deemed relevant to an investment decision with respect to the Shares. Purchaser and Purchaser's attorney or accountant have had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning such information and the Company's financial condition and prospects.

Representations of Purchaser. In connection with the purchase Because of the Sharesexemptions from the ---------------------------- registration requirements of the federal Securities Act of 1933 (the "ACT") --- and from the California Corporate Securities Law of 1968 (the "LAW") --- relied upon by the Company in making the sale of the Stock to the Purchaser, the Purchaser represents to hereby warrants that the Company as followsPurchaser: (a) The Purchaser (i) acknowledges 1.1 Is aware that the Purchaser has received, read Stock is highly speculative and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject there can be no assurance as to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions. (b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligationwhat return, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Optionthere may be. (c) The Purchaser is 1.2 Is aware of the Company’s 's business affairs and financial condition and condition; has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the SharesStock; has received, read and understood the Company's Strategic Business Plan dated September 1994 and the documents referenced therein; and has received an opportunity to ask questions relating to the Company's business, legal and financial affairs and to obtain all additional information which Purchaser or his or her purchaser representative or professional adviser requested. (d) The Purchaser is acquiring these Shares 1.3 Is purchasing the Stock for investment for the Purchaser’s 's ------------------- own account only and not as a nominee or agent, and not with a view to, or for ---------------- resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended (or the “Securities Act”)Law. (e) The Purchaser acknowledges and understands 1.4 Does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participation in the Stock to such person or to any third person. 1.5 Understands that the Shares constitute “restricted securities” under the Securities Act and have Stock has not been registered under the Securities Act in reliance upon a or qualified under the Law by reason of specific exemption exemptions therefrom, which exemption depends exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s 's investment intent as expressed herein. The In this connection, the Purchaser further understands that, in the view of the Securities and Exchange Commission (the "COMMISSION"), the statutory basis for such ---------- exemption from the Act may not be available if the Purchaser's representations mean that the Purchaser's present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 1.6 Further understands that the Shares Stock must be held indefinitely unless they are it is subsequently registered under the Securities Act and qualified under the Law or an exemption from such registration and such qualification is available. The Purchaser further acknowledges . 1.7 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a nonpublic offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the passage of not less than two years after the holder has purchased and understands completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited "broker's transaction" or to a "market maker", and compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company is under no obligation at the time of the sale and has not been an affiliate for the preceding three months, if the securities have been beneficially owned by such person for at least three years prior to register the Shares. (f) their sale. The Purchaser understands that the certificate evidencing Company's Common Stock may not be publicly traded or the Shares Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the two-year minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser's obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 1.8 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be imprinted with a legend that prohibits the transfer required for any disposition of the Shares unless they are Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered or such offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is not required available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 1.9 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser's business or financial experience, the capacity to protect Purchaser's own interest in connection with the transaction contemplated by this Agreement. 1.10 Is (i) experienced in investing in companies recently organized and in the opinion development stage, (ii) able to fend for itself in connection with this investment and (iii) able to bear the economic risk of counsel satisfactory to the Company and any other legend required under applicable state securities lawsthis investment.