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for a period of thirty (30) days, and (iii) if an Initial Public Offering has
not taken place as of Optionee's date of death or disability, and Optionee has
not exercised its rights to put all vested Options and all Membership Interests
to the Company, or Allen at Allen's option, as specified in Section 5(ii),
Allen, or at his option, the Company, shall have the right, for a period of
sixty (60) days after having received written notice that Optionee will not
exercise its rights as specified in Section 5(ii), to purchase all vested
Options held by Optionee at a purchase price equal to the Option Spread and all
Membership Interests (whether or not acquired on the exercise of an Option
hereunder) held by Optionee on the date of death or disability at a purchase
price equal to the Fair Market Value multiplied by the Percentage Interest of
such Membership Interests. All payments due to the Optionee pursuant to this
Section 5 shall be paid promptly in cash. All unvested Options shall be canceled
in the event of an Optionee's death or disability.

         6. ISSUANCE OF CERTIFICATES. The Company shall not be required to issue
or deliver any certificate for Membership Interests purchased upon the exercise
of this Option, or any portion thereof, prior to fulfillment of all of the
following applicable conditions:

                  (a) The admission of such Membership Interests to listing on
all stock exchanges or markets on which the Membership Interests are then listed
to the extent such admission is necessary;

                  (b) The completion of any registration or other qualification
of such Membership Interests under any federal or state securities laws or under
the rulings or regulations of the Securities and Exchange Commission or any
other governmental regulatory body, which the Company shall in its sole
discretion deem necessary or advisable, or the determination by the Company in
its sole discretion that no such registration or qualification is required;

                  (c) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Company shall, in its sole
discretion, determine to be necessary or advisable; and

                  (d) The lapse of such reasonable period of time following the
exercise of the Option as the Company from time to time may establish for
reasons of administrative convenience.

Notwithstanding the foregoing, the Company shall not be obligated to issue or
deliver any certificates for Membership Interests purchased upon the exercise of
this Option or any portion thereof, unless required by Federal, or state law.

         7. COMPLIANCE WITH SECURITIES AND OTHER LAWS. In no event shall the
Company be required to sell, issue or deliver Membership Interests pursuant to
this Option if in the opinion of the Company the issuance thereof would
constitute a violation by either Optionee or the Company of any provision of any
law or regulation of any governmental authority or any securities exchange. As a
condition of any sale or issuance of Membership Interests pursuant to this
Option, the Company may place legends on the certificates representing the
Membership Interests, issue stop-transfer orders and require such agreements or