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undertakings from Optionee as the Company may deem necessary or advisable to
assure compliance with any such law or regulation, including, if the Company or
its counsel deems it appropriate, representations from Optionee that Optionee is
acquiring the Membership Interests solely for investment and not with a view to
distribution and that no distribution of the Membership Interests acquired by
Optionee will be made unless registered pursuant to applicable federal and state
securities laws or unless, in the opinion of counsel to the Company, such
registration is unnecessary.

         8. TRANSFERABILITY. This Option is non-transferable by Optionee, either
voluntarily or by operation of law, other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Code, and shall be exercisable during Optionee's lifetime only by
Optionee, Optionee's executor; or by the spouse of Optionee who obtained the
Option pursuant to such qualified domestic relations order described herein.
Notwithstanding the foregoing, this Option may be assigned, in connection with
Optionee's estate plan, in whole or in part, during Optionee's lifetime to one
or more members of Optionee's immediate family or to a trust established
exclusively for one or more of such immediate family members. Rights under the
assigned portion may be exercised by the person or persons who acquire a
proprietary interest in such Option pursuant to the assignment. The terms
applicable to the assigned portion shall be the same as those in effect for the
Option immediately before such assignment and shall be set forth in such
documents issued to the assignee as the Company deems appropriate. For purposes
of this Section 8, the term "immediate family" means an individual's spouse,
children, stepchildren, grandchildren and parents. Any attempt to so transfer,
assign, pledge, hypothecate or otherwise dispose of this Option or any other
right or privileges granted hereby contrary to the provisions hereof shall be
null and void ab initio and of no force or effect.

         9. OCCURRENCE OF INITIAL PUBLIC OFFERING. From and after the occurrence
of an Initial Public Offering, each Membership Interest held as a result of an
exercise of this Option will automatically be exchanged into that number of
shares of the common stock of the Public Company determined by multiplying the
Percentage Interest of such Membership Interests by the Fair Market Value, and
dividing by the Share Value. Any shares of the common stock of the Public
Company received by Optionee in exchange for Membership Interests shall be
subject to purchase by Allen or the Company in the same manner as Membership
Interests upon the termination of the employment relationship of the Optionee
for Cause as described in Sections 4(b) and 4(c). It is the intent of this
Section 9 that Optionee will receive that number of shares of common stock of
the Public Company necessary to provide Optionee with an aggregate economic
benefit equal to the value of Optionee's Options and Membership Interests.

         10. ADJUSTMENTS.

                  (a) Subject to any required action by the Board and/or the
Members, the number of Membership Interests covered by this Option and the
Exercise Price thereof shall be proportionately adjusted for any increase or
decrease in the number of issued Membership Interests resulting from a
subdivision or consolidation of Membership Interests or the distribution of