EXHIBIT B
PURCHASER REPRESENTATION LETTER
Dear Sirs:
The undersigned __________________, has purchased
on _______________, 1996, ______________ Convertible
Debentures of SYSTEMS COMMUNICATIONS, INC. (the "Company")
in the amount of $________________, (the "Debentures"). In
connection with such purchase, the undersigned, has executed
and delivered a subscription agreement ("Subscription
Agreement") of your design. As the forty (40) day
transaction restriction period has expired, the undersigned
hereby requests that the Debentures be transferred into
"Street Name" of _________________________.
The undersigned represents and warrants as follows:
(1) The offer to purchase the Debentures was made to it
outsideof the United States and the undersigned was, at the
time the Subscription Agreement was executed and delivered,
and is now, outside the United States;
(2) It is not a U.S. Person (as such term is defined in
Section 902(a) of Regulation S promulgated under the United
States Securities Act of 1933 (the "Securities Act"); and
it has purchased the Debentures for its own account and not
for the account or benefit of any U.S. person;
(3) All offers and sales by the undersigned of the
Debentures shall be made pursuant to an effective
registration statement under the Securities Act or pursuant
to and exemption from, or in a transaction not subject to
the registration requirements of, the Securities Act;
(4) It is familiar with and understands the terms,
conditions and requirements contained in Regulation S and
definitions of U.S. persons contained in Regulation S;
(5) The undersigned has not engaged in any "directed
selling efforts" (as such term is defined in Regulation S)
with respect to the Debentures or the Common Stock that is
issuable upon conversion; and
(6) The undersigned purchased its Debentures with
investment intent and at the time of the purchase of said
Debentures had no interest to sell, dispose of or otherwise
transfer the Debentures or the Common Stock that is issuable
upon conversion. The purpose for this request is to
facilitate the management of the undersigned's investment
accounts.
(7) The undersigned agrees to the provisions of Paragraph
2(a)(xiv) of the Offshore Securities
Subscription Agreement which is incorporated herein and made
a part hereof as if fully written.
2
Dated this ___ day of the month of ___________________,
1996.
By:
_______________________________ ____________________________
Official Signature of Purchaser Title
Assignment of Debenture
The undersigned hereby sell(s) and assign(s) and
transfer(s) unto
________________________________________________
__ __________
(name, address and SSN or EIN of assignee)
_______________________________________Dollars
($ ) (principal amount of Debenture,$10,000 or
integral multiples of $10,000)
of principal amount of this Debenture together
with all accrued and unpaid interest hereon.
Date:____________ Signed:_______________________
____________ (Signature
must conform in all
respects to name of
Holder shown of face of
Debenture) Signature
Guaranteed:
