INVESTMENT REPRESENTATION LETTEROF

__________

The form of Minutes, Consents, Bylaws, Agreements and other forms and documents enclosed with this order are offered as a sample only of

standard provisions contained in such forms and documents. They do not purport to address the specific requirements 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 forms and documents must seek competent legal counsel prior to their use or adaptation thereof for his or her particular

requirements.

2005 - 2008 ALL RIGHTS RESERVED

1INVESTMENT REPRESENTATION LETTERFOR SALE OF SHARES BY CORPORATION

To: ____________________

Dear Officer:

THE UNDERSIGNED, (the "Investor") hereby delivers this letter in connectionwith the purchase of __________ shares (the "Shares") in __________, (the"Corporation"), for __________ in exchange for __________. In connection therewith, theInvestor hereby represents and warrants as follows:

1. I am purchasing the Shares in my own name and for my own account forinvestment and not with a view to sell, or distribute the Shares and no other person or entity hasany 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 Sharesto any other person.

3. I understand that the Shares have not been registered under the Federal SecuritiesAct of 1933, as amended, or qualified under any state securities law, and that any disposition ofthe 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 registrationand qualification, or an available exemption from registration and qualification, that theinstrument or certificate, if any, evidencing the Shares will bear a legend reflecting these (andany other) restrictions on transfer, and that the Corporation need not recognize or register anytransfer unless I provide evidence satisfactory to the Corporation (which may, at theCorporation's discretion, require an opinion of counsel satisfactory in form and substance to theCorporation) 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 ofthe Shares under federal or state law for resale or distribution and that the Corporation mayrefuse 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 thepublic information or other provisions of SEC Rule 144 or any other exemption under federal orstate law respecting the resale or other transfer of the Shares.

27. I understand that no government official has made any finding or determinationrelating to the fairness of the sale of the Shares offered by the Corporation and that nogovernment official or regulator will recommend or endorse the Shares.

8. I have not seen or received any advertisement or general solicitation with respectto the sale of the Shares.

9. I am capable of evaluating the merits and risks of this investment and ofprotecting my own Shares in connection with this investment by reason of my business andfinancial experience.

10. I have a pre-existing personal or business relationship with the Corporation or oneor 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 TheCorporation which information I have carefully read and considered.

12. I have been given the opportunity by the Corporation to obtain any additionalinformation and ask any questions concerning the Corporation, the Shares, and my investment inthe Shares that I considered necessary and, to the extent I have availed myself of thatopportunity, I have received satisfactory information and answers.

13. In reaching my decision to purchase Shares, I have carefully evaluated my ownfinancial resources and investment position and the risks associated with this purchase as aninvestment and acknowledge that I am able to bear the economic risks of the purchase as aninvestment.

SUBSCRIBER:

Dated: __________ _____________________________________________

Page 1Page 2Page 3