The Option and the obligation of the Company to sell and deliver shares hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.  If at any time the Administrator shall determine in its discretion that the listing, registration or qualification of the shares covered by the Option upon any national securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares, no shares will be delivered to Optionee unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Administrator.  If shares are not required to be registered, but are exempt from registration, upon exercising all or any portion of the Option, Optionee shall represent that the shares being acquired are being acquired for investment only and not with a view to their sale or distribution thereof, and shall make such other representations as deemed appropriate by counsel to the Company.  Stock certificates evidencing unregistered shares acquired upon exercise of the option shall be subject to stop transfer instructions by the Company to the transfer agent for the shares and shall bear any legend required by applicable state securities laws.