FEDERAL, STATE
AND LOCAL LAWS RELATING TO TAXES, ENVIRONMENTAL PROTECTION, OCCUPATIONAL HEALTH
AND SAFETY, PRODUCT QUALITY AND SAFETY AND EMPLOYMENT AND LABOR MATTERS, EXCEPT
IN EACH CASE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR RESULT IN A
MATERIAL ADVERSE EFFECT.
(K)
TITLE TO ASSETS.
THE COMPANY AND THE SUBSIDIARIES HAVE GOOD AND
MARKETABLE TITLE IN FEE SIMPLE TO ALL REAL PROPERTY OWNED BY THEM THAT IS
MATERIAL TO THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES AND GOOD AND
MARKETABLE TITLE IN ALL PERSONAL PROPERTY OWNED BY THEM THAT IS MATERIAL TO THE
BUSINESS OF THE COMPANY AND THE SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL
LIENS, EXCEPT FOR LIENS AS DO NOT MATERIALLY AFFECT THE VALUE OF SUCH PROPERTY
AND DO NOT MATERIALLY INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF
SUCH PROPERTY BY THE COMPANY AND THE SUBSIDIARIES. ANY REAL PROPERTY AND
FACILITIES HELD UNDER LEASE BY THE COMPANY AND THE SUBSIDIARIES ARE HELD BY THEM
UNDER VALID, SUBSISTING AND ENFORCEABLE LEASES OF WHICH THE COMPANY AND THE
SUBSIDIARIES ARE IN COMPLIANCE.
(L)
CERTAIN FEES.
EXCEPT FOR THE FEES PAYABLE TO JESUP & LAMONT, ALL
OF WHICH ARE PAYABLE TO REGISTERED BROKER-DEALERS, NO BROKERAGE OR FINDER'S FEES
OR COMMISSIONS ARE OR WILL BE PAYABLE BY THE COMPANY TO ANY BROKER, FINANCIAL
ADVISOR OR CONSULTANT, FINDER, PLACEMENT AGENT, INVESTMENT BANKER, BANK OR OTHER
PERSON WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THE
COMPANY HAS NOT TAKEN ANY ACTION THAT WOULD CAUSE ANY PURCHASER TO BE LIABLE FOR
ANY SUCH FEES OR COMMISSIONS.
(M)
PRIVATE PLACEMENT.
NEITHER THE COMPANY NOR ANY PERSON ACTING ON
THE COMPANY'S BEHALF HAS SOLD OR OFFERED TO SELL OR SOLICITED ANY OFFER TO BUY
THE SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR ADVERTISING.
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES NOR ANY PERSON ACTING ON THE
COMPANY'S BEHALF HAS, DIRECTLY OR INDIRECTLY, AT ANY TIME WITHIN THE PAST SIX
(6) MONTHS, MADE ANY OFFER OR SALE OF ANY SECURITY OR SOLICITATION OF ANY OFFER
TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT WOULD (I) ELIMINATE THE
AVAILABILITY OF THE EXEMPTION FROM REGISTRATION UNDER REGULATION D UNDER THE
SECURITIES ACT IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES AS
CONTEMPLATED HEREBY OR (II) CAUSE THE OFFERING OF THE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR
PURPOSES OF ANY APPLICABLE LAW, REGULATION OR STOCKHOLDER APPROVAL PROVISIONS,
INCLUDING, WITHOUT LIMITATION, UNDER THE RULES AND REGULATIONS OF ANY TRADING
MARKET.
THE COMPANY IS NOT, AND IS NOT AN AFFILIATE OF, AN "INVESTMENT COMPANY"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
THE
COMPANY IS NOT A UNITED STATES REAL PROPERTY HOLDING CORPORATION WITHIN THE
MEANING OF THE FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT OF 1980.
(N)
FORM S-3 ELIGIBILITY.
THE COMPANY IS ELIGIBLE TO REGISTER ITS
COMMON STOCK FOR RESALE BY THE PURCHASERS USING FORM S-3 PROMULGATED UNDER THE