This Agreement, the Plan and the Notice constitute the entire agreement and understanding of th e parties relating to the subject matter herein and supersede all prior discussions between them.  Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded.  No modification of or amendment to this Ag reement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement.  Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not oper ate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other Plan participant.