INVESTMENT REPRESENTATION LETTER OF

__________

The form of M inutes, Consents, Bylaws, Agreem ents and other form s and docum ents enclosed with this order are offered as a sam ple only of standard provisions contained in such form s and docum ents. They do not purport to address the specific requirem ents of individual transactions or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who intend to utilize any such form s and docum ents m ust seek com petent legal counsel prior to their use or adaptation thereof for his or her particular requirem ents.

2005 - 2008 ALL RIGH TS RESERVED

INVESTMENT REPRESENTATION LETTER FOR SALE OF SHARES BY CORPORATION

To:

__________ __________

Dear Officer: THE UNDERSIGNED, (the "Investor") hereby delivers this letter in connection with the purchase of __________ shares (the "Shares") in __________ , (the "Corporation"), for __________ in exchange for __________ . In connection therewith, the Investor hereby represents and warrants as follows: 1. I am purchasing the Shares in my own name and for my own account for investment and not with a view to sell, or distribute the Shares and no other person or entity has any legal or beneficial interest in or right in the Shares. 2. I am not obligated to transfer any legal or beneficial interest or right in the Shares to any other person. 3. I understand that the Shares have not been registered under the Federal Securities Act of 1933, as amended, or qualified under any state securities law, and that any disposition of the Shares is subject to restrictions imposed by federal and state law. 4. I understand that I cannot dispose of any or all of the Shares absent registration and qualification, or an available exemption from registration and qualification, that the instrument or certificate, if any, evidencing the Shares will bear a legend reflecting these (and any other) restrictions on transfer, and that the Corporation need not recognize or register any transfer unless I provide evidence satisfactory to the Corporation (which may, at the Corporation's discretion, require an opinion of counsel satisfactory in form and substance to the Corporation) that all restrictions on and conditions to transfer are satisfied. 5. I understand that the Corporation has no obligation to me to register any or all of the Shares under federal or state law for resale or distribution and that the Corporation may refuse to acknowledge or permit disposition of Shares not in compliance with applicable laws. 6. I understand that the Corporation has not agreed with me to comply with the public information or other provisions of SEC Rule 144 or any other exemption under federal or state law respecting the resale or other transfer of the Shares.

7. I understand that no government official has made any finding or determination relating to the fairness of the sale of the Shares offered by the Corporation and that no government official or regulator will recommend or endorse the Shares. 8. I have not seen or received any advertisement or general solicitation with respect to the sale of the Shares. 9. I am capable of evaluating the merits and risks of this investment and of protecting my own Shares in connection with this investment by reason of my business and financial experience. 10. I have a pre-existing personal or business relationship with the Corporation or one or more of its managers, officers or controlling persons and am aware of its (their) character, business acumen, and general business and financial circumstances. 11. I have been provided with financial and other written information about The Corporation which information I have carefully read and considered. 12. I have been given the opportunity by the Corporation to obtain any additional information and ask any questions concerning the Corporation, the Shares, and my investment in the Shares that I considered necessary and, to the extent I have availed myself of that opportunity, I have received satisfactory information and answers. 13. In reaching my decision to purchase Shares, I have carefully evaluated my own financial resources and investment position and the risks associated with this purchase as an investment and acknowledge that I am able to bear the economic risks of the purchase as an investment. SUBSCRIBER:

Dated: __________

___________________________________

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