PURPOSE: This rule suggests the form for compliance with the requirement of an investment undertaking in clause (B), section 409.402(b)(10), RSMo 1986. ___________________ 19______

(Name and Address of Issuer)

Dear Sir:

This is a statement of my intention to purchase (description of securities) of the (issuer) knowing that said (securities) are not registered for offer or sale under the Missouri Uniform Securities Act (Chapter 409, RSMo).

Pursuant to clause (B), paragraph (10), subsection 409.402(b), Missouri Uniform Securities Act, I hereby represent that I am purchasing said (securities) solely for investment and do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of said (securities) in Missouri. In making the foregoing representations I understand that the statutory exemption of paragraph (10), subsection 409.402(b), Missouri Uniform Securities Act, would not be available if, notwithstanding my said representation, I have in mind merely acquiring said (securities) for resale or other disposition upon the occurrence or nonoccurrence of some predetermined event.

I acknowledge that the (issuer) is relying on the statutory exemption of paragraph (10), subsection 409.402(b), Missouri Uniform Securities Act, basing his/her reliance in part on my said representations.

Further, I acknowledge that, unless said (securities) are registered under the Missouri Uniform Securities Act, I may not resell, hypothecate, transfer or assign or make other disposition of said (securities) in the state of Missouri, except in transactions exempted from the registration requirements of the Act.

I have received and examined financial statements of the (issuer) for the (period or periods) and (other data) which I consider sufficient to enable me to form a decision concerning my purchase.

____________________________________ (Name and Address of Purchaser)

AUTHORITY: sections 409.402(b)(10) and 409.413(a), RSMo 1986.* Original rule filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. *Original authority: 409.402(b)(10), RSMo 1967, amended 1977, 1978, 1986 and 409.413(a), RSMo 1967.