D.            This Reformation of Stock Option Agreement shall be governed by the laws of the State of California.

E.             The Optionee has had an opportunity to consult with the Optionee’s personal advisors with regard to this Reformation of Stock Option Agreement, and is not relying on the Company or its agents for tax, legal or investment advice.  The Optionee agrees that the Company shall not be liable for any costs, loss or damage (other than taxes) that the Optionee may incur by entering into this Reformation of Stock Option Agreement; it being understood that the Optionee will not pursue a claim (i) with respect to such costs, loss or damage (other than taxes), or (ii) with respect to costs incurred in connection with the negotiation and preparation of this Reformation of Stock Option Agreement; provided, however, that nothing herein shall affect any rights of the Optionee to indemnification pursuant to the Company’s bye-laws or any other agreements or instruments of or with the Company or any of its subsidiaries.  Without limiting the generality of the foregoing, the Company agrees to indemnify Optionee for any taxes incurred by entering into this Reformation of Stock Option Agreement.

The parties hereto have duly executed this Reformation of Stock Option Agreement on the dates set forth below.

F.             This Reformation of Stock Option Agreement shall be governed by the laws of the State of California.

G.            The Optionee has had an opportunity to consult with the Optionee’s personal tax, legal and investment advisors with regard to this Reformation of Stock Option Agreement, and is not relying on the Company or its agents for such advice.  The Optionee agrees that the Company shall not be liable for any costs, taxes, loss or damage that the Optionee may incur by entering into the Agreement or this Reformation of Stock Option Agreement; it being understood that the Optionee will not pursue a claim, whether by way of indemnification or otherwise (i) with respect to such costs, taxes, loss or damage, (ii) with respect to amounts paid to the Company pursuant to paragraph B of this Reformation of Stock Option Agreement or (iii) with respect to costs incurred in connection with the negotiation and preparation of this Reformation of Stock Option Agreement; provided, however, that nothing herein shall otherwise affect any rights of the Optionee to indemnification pursuant to the Company’s bye-laws or any other agreements or instruments of or with the Company or any of its subsidiaries.

The parties hereto have duly executed this Reformation of Stock Option Agreement on the dates set forth below.

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