COMPANY REPRESENTATION LETTER FOR RULE 144 TRANSFER

– NON-AFFILIATE AND SHARES HELD LONGER THAN ONE YEAR

Date: ________________________

TO: Transfer Agent

Re: ______________________________ Rule 144 Request

Company Name

We have received your request for this letter in connection with the requested Rule 144 transfer requested by ________________________ (shareholder) for [____________________] shares of common stock of the Company. In accordance therewith, we confirm that:

1. The Company is not, and has not been, a shell issuer as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”) for at least 12 months prior to the date of this letter;

2. The Company has filed “Form 10 Information,” as that term is defined in Rule 144(i)(3), with the Commission reflecting its status as an entity that is no longer a shell issuer more than 12 months prior to the date of this letter;

3. The Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

4. The Company has no reason to believe that the above referenced stockholder is an “affiliate” of the Company, as that term is defined in paragraph (a)(1) of Rule 144, or has been an “affiliate” of the Company during the preceding three (3) months;

5. The Company has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports.

Very truly yours,

______________________________

Company Name

___________________________

By: ________________________