Tender Offer Letter

TENDER OFFER LETTER

Offeror Name:    Offer Date:

Offer

The undersigned Offeror hereby offers to purchase from each registered holder of shares of the common stock of the Target Company the number of shares tendered for payment (the "Tendered Shares") at a purchase price of per share, payable in the form(s) of consideration indicated below, upon the terms and subject to the conditions set forth in this Tender Offer Letter.

Cash    Shares of Offeror common stock    Combination of cash and stock

Expiration Date and Time: This Offer will expire at on (the "Expiration"). Tendered Shares must be validly tendered and not withdrawn prior to the Expiration.

Consideration and Payment

Payment for validly tendered and accepted Tendered Shares will be made by the Offeror on the Closing Date by:

Closing Date (subject to satisfaction of conditions): . Payment will be made promptly upon acceptance and in accordance with the procedures described herein.

Procedures for Tender

To tender shares, a holder must either:

(a) Complete and sign the letter of transmittal accompanying this Offer and deliver it, together with the share certificates and any required signature guarantees, to the Depositary at the address set forth below; or

(b) Follow the applicable procedures for book-entry transfer through the holder's broker if the shares are in "street name."

Conditions to Closing

The obligation of the Offeror to accept and pay for Tendered Shares is subject to customary conditions, including, without limitation:

(i) Receipt of valid tenders of at least of the outstanding shares, unless the Offeror elects to waive this condition;

(ii) No injunctions or governmental orders prohibiting consummation; and

(iii) The truth of the representations and warranties of the Offeror as of the Closing Date, and the absence of any material adverse change in the business, assets, liabilities or financial condition of the Target prior to Closing.

This Offer is subject to financing (check if applicable). If subject to financing, Offeror represents that it has taken reasonable steps to secure financing but reserves the right to terminate if financing is not obtained.

Acceptance, Proration and Withdrawal

If valid tenders exceed the number of shares the Offeror elects to purchase, tenders will be accepted on a pro rata basis, subject to rounding and adjustment to avoid odd lots. Tendering holders may withdraw tendered shares at any time prior to the Expiration by delivering a written notice of withdrawal to the Depositary in accordance with the procedures set forth herein.

Representations and Warranties of Tendering Holder

By tendering shares pursuant to this Offer, the holder represents and warrants to the Offeror that: (a) such holder has full right, power and authority to tender, sell and transfer the Tendered Shares; (b) the Tendered Shares are free and clear of all liens, encumbrances and restrictions; (c) the tender constitutes a legally valid and binding transfer of the Tendered Shares; and (d) the holder will provide any documentation and assurances reasonably requested by the Offeror or the Depositary to effect the transfer.

Indemnification; Remedies

Each tendering holder agrees to indemnify and hold harmless the Offeror, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, claims, damages and liabilities (including reasonable attorneys' fees) arising out of any breach of the representations and warranties made by such holder or from any failure by such holder to perform its obligations under this Offer.

Notices

All notices, demands or other communications required or permitted under this Offer shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses below (or such other address as a party designates by written notice to the other).

Governing Law; Jurisdiction

This Tender Offer Letter shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising out of or relating to this Offer shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Additional Provisions

This Offer, together with the related letter of transmittal and any schedules or attachments, constitutes the entire agreement between the Offeror and tendering holders with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements.

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