The Purchaser has been duly incorporated, is validly existing and is in good standing under the laws of Nevada, has the full power and authority to enter into this Agreement and to consummate the transactions herein contemplated and otherwise carry out its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.