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
