BLACKBAUD INC
EX-10.24
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>2
<FILENAME>g91826exv10w24.txt
<DESCRIPTION>EX-10.24
<TEXT>
<PAGE>

                                 BLACKBAUD, INC.
                                 2004 STOCK PLAN
                      FORM OF NOTICE OF STOCK OPTION GRANT

---------------------------                                   ------------------
(Optionee and address)                                           Grant Number
---------------------------

---------------------------

         You have been granted an option to purchase Common Stock of Blackbaud,
Inc. (the "Company"), as follows:

Date of Grant
                                    -----------------

Vesting Commencement Date
                                    -----------------

Exercise Price per Share
                                    -----------------

Total Number of Shares Granted
                                    -----------------

Total Exercise Price
                                    -----------------

Type of Option:                     [ ] Incentive Stock Option
                                    [ ] Nonstatutory Stock Option

Term/Expiration Date:               10 Years/
                                             ------------------

Vesting Schedule:                   Subject to accelerated vesting as set forth
                                    in the Plan or in the Stock Option
                                    Agreement, this Option may be exercised, in
                                    whole or in part, in accordance with the
                                    following schedule: one fourth of the shares
                                    subject to the Option shall vest on the
                                    first, second, third and fourth anniversary
                                    of the Vesting Commencement Date; provided
                                    that such optionee remains an employee of,
                                    or consultant to, the Company as of each
                                    such vesting date.

Termination Period:                 Option may be exercised for up to 90 days
                                    after termination of employment or
                                    consulting relationship except as set out in
                                    Sections 7 and 8 of the Stock Option
                                    Agreement (but in no event later than the
                                    Expiration Date); provided that terminations
                                    "For Cause" are governed by Section 9 of the
                                    Plan, which provides for immediate
                                    termination of the Option upon such
                                    termination "For Cause."


<PAGE>


         By your signature and the signature of the Company's representative
below, you and the Company agree that this option is granted under and governed
by the terms and conditions of the Blackbaud, Inc. 2004 Stock Plan (the "Plan")
and the Stock Option Agreement, all of which are attached and made a part of
this document.

Dated:
      ------------------------------

OPTIONEE:                                 BLACKBAUD, INC.

                                          By:
------------------------------------         -----------------------------------

                                          Name:
------------------------------------           ---------------------------------
Print Name
                                          Title:
                                                --------------------------------




<PAGE>

                                 BLACKBAUD, INC.

                         FORM OF STOCK OPTION AGREEMENT


         1. Grant of Option. Blackbaud, Inc., a Delaware corporation (the
"Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase a total number of shares of
Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "Exercise Price") subject
to the terms, definitions and provisions of the Blackbaud, Inc. 2004 Stock Plan
(the "Plan") adopted by the Company, which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option.

                  If designated an Incentive Stock Option, this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code, or any successor provision.

         2. Exercise of Option. This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and with
the provisions of Section 8 of the Plan as follows:

                  (a) Right to Exercise.

                           (i) This Option may not be exercised for a fraction
of a share.

                           (ii) In the event of Optionee's death, disability or
other termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained in subsection
2(a)(iii).

                           (iii) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in the Notice of
Grant.

                  (b) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached hereto as EXHIBIT A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the Exercise Price. This Option shall be deemed to
be exercised upon receipt by the Company of such written notice accompanied by
the Exercise Price.

                  No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance,

<PAGE>


for income tax purposes the Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect to such
Shares.

         3. Optionee's Representations. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), at the time this
Option is exercised, Optionee shall, if required by the Company, concurrently
with the exercise of all or any portion of this Option, deliver to the Company
an Investment Representation Statement in the form attached hereto as EXHIBIT B.

         4. Method of Payment. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

                  a. cash;

                  b. check; or

                  c. at the discretion of the Board or Committee, any other
                  method permitted by the Plan.

         5. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan and the Shares covered by this Option have been approved
by the stockholders of the Company, or if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 207 of Title 12 of the Code of
Federal Regulations ("Regulation G") as promulgated by the Federal Reserve
Board. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.

         6. Termination of Relationship. In the event of termination of
Optionee's employment or consulting relationship with the Company, Optionee may,
to the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise this Option during the Termination Period set out
in the Notice of Grant. To the extent that Optionee was not entitled to exercise
this Option at the date of such termination, or if Optionee does not exercise
this Option within the time specified herein, the Option shall terminate.

         7. Disability of Optionee. Notwithstanding the provisions of Section 6
above, in the event of termination of Optionee's consulting or employment
relationship or as a result of his total and permanent disability (as defined in
Section 22(e)(3) of the Code or any successor provision), Optionee may, but only
within twelve (12) months from the date of termination of employment or
consulting relationship (but in no event later than the date of expiration of
the term of this Option as set forth in Section 10 below), exercise this Option
to the extent Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such

                                       2

<PAGE>

Option (which Optionee was entitled to exercise) within the time specified
herein, the Option shall terminate.

         8. Death of Optionee. In the event of the death of Optionee during the
term of this Option and, with respect to a Consultant, during such Consultant's
continuing consulting relationship with the Company or within 90 days of
termination of Consultant's relationship with the Company and, with respect to
an employee, during such employee's employment relationship with the Company or
within 90 days of termination of such employee's relationship with the Company,
the Option may be exercised, at any time within twelve (12) months following the
date of termination (but in no event later than the date of expiration of the
term of this Option as set forth in Section 10 below), by Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that Optionee was
entitled to at the date of death.

         9. Nontransferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

         10. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant and the Plan, and may be exercised during such
term only in accordance with the Plan and the terms of this Option. The
limitations set out in Section 7 of the Plan regarding Options designated as
Incentive Stock Options and Options granted to more than ten percent (10%)
stockholders shall apply to this Option.

         11. Taxation Upon Exercise of Option. Optionee understands that, upon
exercising a Nonstatutory Stock Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then fair market value of the
Shares over the exercise price. If the Optionee is an employee, the Company will
be required to withhold from Optionee's compensation, or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income. Additionally, the Optionee may at some point be
required to satisfy tax withholding obligations with respect to the
disqualifying disposition of an Incentive Stock Option. The Optionee shall
satisfy his or her tax withholding obligation arising upon the exercise of this
Option by one or some combination of the following methods: (i) by cash payment,
or (ii) out of Optionee's current compensation, or (iii) if permitted by the
Committee, in its discretion, by surrendering to the Company Shares that (a) in
the case of Shares previously acquired from the Company, have been owned by the
Optionee for more than six months on the date of surrender, and (b) have a fair
market value on the date of surrender equal to or greater than Optionee's
marginal tax rate times the ordinary income recognized, or (iv) if permitted by
the Committee, in its discretion, and if the Option is designated as a
Nonstatutory Stock Option by electing to have the Company withhold from the
Shares to be issued upon exercise of the Option that number of Shares having a
fair market value equal to the amount required to be withheld. For this purpose,
the fair market value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined (the "Tax Date").

                                       3

<PAGE>

         If the Optionee is subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (an "Insider"), any surrender of
previously owned Shares to satisfy tax withholding obligations arising upon
exercise of this Option must comply with the applicable provisions of Rule 16b-3
promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

         All elections by an Optionee to have Shares withheld to satisfy
tax-withholding obligations shall be made in writing in a form acceptable to the
Committee and shall be subject to the following restrictions:

                  (1)      the election must be made on or prior to the
                           applicable Tax Date;

                  (2)      once made, the election shall be irrevocable as to
                           the particular Shares of the Option as to which the
                           election is made;

                  (3)      all elections shall be subject to the consent or
                           disapproval of the Committee;

                  (4)      if the Optionee is an Insider, the election must
                           comply with the applicable provisions of Rule 16b-3
                           and shall be subject to such additional conditions or
                           restrictions as may be required thereunder to qualify
                           for the maximum exemption from Section 16 of the
                           Exchange Act with respect to Plan transactions.

         12. Tax Consequences. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                  (a) Exercise of ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability or state income tax liability
upon the exercise of the Option, although the excess, if any, of the fair market
value of the Shares on the date of exercise over the Exercise Price will be
treated as an item of adjustment to the alternative minimum tax for federal tax
purposes in the year of exercise and may subject the Optionee to the alternative
minimum tax.

                  (b) Exercise of Nonstatutory Stock Option. If this Option does
not qualify as an ISO, there may be a regular federal income tax liability and
state income tax liability upon the exercise of the Option. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the fair market value of the Shares on
the date of exercise over the Exercise Price and the Company will qualify for a
deduction in the same amount, subject to the requirement that the compensation
be reasonable. If

                                       4

<PAGE>

Optionee is an employee, the Company will be required to withhold from
Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

                  (c) Disposition of Shares. In the case of an NSO, if Shares
are held for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal and state income tax
purposes. In the case of an ISO, if Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of at least two
years after the Date of Grant, any gain realized on disposition of the Shares
will also be treated as long-term capital gain for federal and state income tax
purposes. If Shares purchased under an ISO are disposed of within one-year after
exercise or within two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) in an amount equal to the excess of the lesser of (1) the fair market
value of the Shares on the date of exercise, or (2) the sale price of the Shares
over the Exercise Price paid for those shares. The Company will also be allowed
a deduction equal to any such amount recognized, subject to the requirement that
the compensation be reasonable.

                  (d) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee from the early disposition by payment in cash or out
of the current earnings paid to the Optionee.

         13. Restrictive Legends and Stop-Transfer Orders.

                  (a) Legends. Optionee understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by state or federal
securities laws:

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
                  OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
                  HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
                  THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
                  THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
                  PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN RESTRICTIONS ON TRANSFER AS SET

                                       5

<PAGE>

                  FORTH IN THE ISSUER'S STOCK PLAN AND THE STOCK OPTION
                  AGREEMENT RELATING TO THESE SHARES, COPIES OF WHICH MAY BE
                  OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
                  RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

                  (b) Stop-Transfer Notices. Optionee agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

                  (c) Refusal to Transfer. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
Optionee or other transferee to whom such Shares shall have been so transferred.

         14. Successors and Assigns. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.

         15. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the Committee that administers the Plan, which
shall review such dispute at its next regular meeting. The resolution of such a
dispute by the Board or committee shall be final and binding on the Company and
on Optionee.

         16. Governing Law; Severability. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware excluding
that body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

         17. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

         18. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

                                       6

<PAGE>

         19. 2004 Stock Plan. Optionee acknowledges receipt of a copy of the
Plan and represents that optionee is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board or Committee upon any questions arising under
the Plan or this Option.














                                       7

<PAGE>

                                    EXHIBIT A

                                 BLACKBAUD, INC.

                             FORM OF EXERCISE NOTICE


Blackbaud, Inc.

-----------------------------

-----------------------------
Attention: General Counsel

         1. Exercise of Option. Effective as of today, ________________ ___,
______, the undersigned ("Optionee") hereby elects to exercise Optionee's option
to purchase _____________ shares of the Common Stock (the "Shares") of
Blackbaud, Inc. (the "Company") under and pursuant to the Company's 2004 Stock
Plan, as amended (the "Plan") and the Incentive Nonstatutory Stock Option
Agreement dated _______________ ___, _______ (the "Option Agreement"). The
purchase price for the Shares shall be $__________ as required by the Option
Agreement. Optionee herewith delivers to the Company the full Exercise Price for
the Shares.

         2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

         3. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the optioned Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 13 of the Plan.

         4. Tax Consultation. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

         5. Entire Agreement. The Plan and Notice of Grant/Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the Notice
of Grant/Option Agreement and any Investment Representation statement executed
and delivered to Company by Optionee shall constitute the entire agreement of
the parties and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject

<PAGE>

matter hereof, and is governed by Delaware law except for that body of law
pertaining to conflict of laws.

Submitted by:                             Accepted by:

OPTIONEE:                                 BLACKBAUD, INC.

                                          By:
------------------------------------         -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

Address:                                  Address:
        ----------------------------              ------------------------------

------------------------------------      --------------------------------------

------------------------------------      --------------------------------------






                                       2

<PAGE>


                                    EXHIBIT B

       [FORM CAN BE OMITTED IF SECURITIES UNDERLYING OPTION ARE REGISTERED
                             UNDER SECURITIES ACT]

                   FORM OF INVESTMENT REPRESENTATION STATEMENT


OPTIONEE :
                  --------------------------------------------

COMPANY  :        Blackbaud, Inc.

SECURITY :        Common Stock

AMOUNT   :                                             Shares
                  ------------------------------------


In connection with the purchase of the above-listed Securities, I, the Optionee,
represent to the Company the following.

          1. Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities. Optionee is
purchasing the securities for investment for Optionee's own account only and not
with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

          2. Optionee understands that the securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's
investment intent as expressed herein.

          3. Optionee further understands that the securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is available. Moreover, Optionee understands that
the Company is under no obligation to register the securities. In addition,
Optionee understands that the certificate evidencing the securities will be
imprinted with a legend that prohibits the transfer of the securities unless
they are registered or such registration is not required in the opinion of
counsel for the Company.

          4. Optionee is familiar with the provisions of Rules 144, 144(k) and
701, promulgated under the Securities Act, that permit limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer) in a nonpublic offering, subject
to the satisfaction of certain conditions.

          In the event the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the securities exempt under Rule 701 may be resold by the
Optionee 90 days thereafter, subject to the satisfaction of certain of the
conditions specified by Rule 144, including: (a) the sale being made

<PAGE>

through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as that term is defined under the Exchange Act);
and (b) in the case of an affiliate, the availability of certain public
information about the Company, and the amount of securities being sold during
any three-month period not exceeding the limitations specified in Rule 144(e),
if applicable.

          If the purchase of the securities does not qualify under Rule 701 at
the time of purchase, then the securities may be resold by the Optionee in
certain limited circumstances subject to the provisions of Rule 144, which
require: (a) the availability of certain public information about the Company;
(b) the resale occurring not less than one year after the party has purchased,
and made full payment (within the meaning of Rule 144) for, the securities to be
sold; and (3) in the case of an affiliate, or of a nonaffiliate who has held the
securities less than two years, the sale being made through a broker in an
unsolicited "broker's transaction" or in transactions directly with a market
maker (as that term is defined under the Exchange Act) and the amount of
securities being sold during any three-month period not exceeding the specified
limitations.

          If all of the requirements of Rule 144 are not satisfied, Optionee may
be able to sell the securities without registration pursuant to the exemption
contained in Rule 144(k), provided that the resale occurs not less than two
years after the party has purchased, and made full payment (within the meaning
of Rule 144) for, the securities.

          5. Optionee further understands that at the time Optionee wishes to
sell the securities there may be no public market upon which to make such a
sale, and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rules 144 or 701, and
that, in such event, Optionee would be precluded from selling the securities
under Rules 144 or 701 even if the one-year minimum holding period had been
satisfied; however, Optionee may be able to sell the securities pursuant to the
exemptions contained in Rule 144(k) if the two-year holding period has been
satisfied.

         6. Optionee further understands that in the event all of the applicable
requirements of Rules 144, 144(k) or 701 are not satisfied, registration under
the Securities Act or some registration exemption will be required; and that,
notwithstanding the fact that Rules 144, 144(k) and 701 are not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rules 144, 144(k) or 701 will have a substantial burden of
proof in establishing that an exemption from registration is available for such
offers or sales, and that such persons and their brokers who participate in such
transactions do so at their own risk.

Date                               Signature of Optionee:


-----------------------------      ---------------------------------------------








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