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an effective registration statement or pursuant to an exemption from or in a
transaction not subject to the registration requirements of the Securities Act.
The Buyer agrees that the Seller may instruct the Issuer (or its transfer agent)
to place an appropriate restrictive legend placed on the certificate of
certificates representing the Shares to be issued by the Issuer to the Buyer.

     (g) The Buyer has received adequate information concerning the Issuer and
the Shares from sources other than the Seller (or Avram Glazer) to make an
informed decision with respect to its purchase of the Shares.

     (h) The Buyer is purchasing the Shares for its own account and not with a
view to the resale, distribution or other disposition thereof.

     (i) The Buyer shall, in disposing of the Shares, fully comply with the
applicable requirements of the Securities Act and applicable state securities
laws.

     4.  Non-Reliance on Seller.  The Seller makes no representation or warranty
of any kind in connection with, and shall have no responsibility with respect
to, the financial statements, financial condition, financial performance or
future prospects of the Issuer, or except as expressly set forth herein, the
Shares.  The Buyer represents and acknowledges that it has, independently and
without reliance on Seller (or Avram Glazer), and based on such documents and
information as it has deemed appropriate (including the publicly available
registration statements, reports and documents relating to the Issuer filed with
the Securities and Exchange Commission), made its own financial analysis and
decision to purchase the Shares and enter into this Agreement.

     5.  Brokerage.  The Buyer and the Seller each represent and warrant to the
other that each will pay or otherwise discharge any liability incurred by it for
brokerage or finders' fees or agents' commissions or other similar payments in
connection with this Agreement and the transactions contemplated hereby.  The
Buyer has not engaged or otherwise dealt with any person or entity in such
manner as might give rise to a claim against the Seller for such commission, fee
or payment and the Seller has not engaged or otherwise dealt with any person or
entity in such manner as might give rise to a claim against the Buyer for such
commission, fee or payment.

     6.  Expenses.  Except as otherwise provided herein, the parties hereto
shall bear their own expenses incurred in connection with this Agreement and the
sale and purchase of Shares, including, without limitation, all fees of their
respective legal counsel, investment advisors and accountants.  The Buyer will
bear all the legal, accounting, investment banking

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