YEAR-END AUDIT ADJUSTMENTS).
NO OTHER
INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO THE BUYERS WHICH IS NOT
INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT LIMITATION, INFORMATION
REFERRED TO IN SECTION 2(I) OF THIS AGREEMENT, CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCE UNDER WHICH THEY ARE OR
WERE MADE AND NOT MISLEADING.
(H)
10 B 5.
THE SEC DOCUMENTS DO NOT INCLUDE ANY UNTRUE STATEMENTS OF
MATERIAL FACT, NOR DO THEY OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED
THEREIN NECESSARY
9
TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(I)
ABSENCE OF LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING,
INQUIRY OR INVESTIGATION BEFORE OR BY ANY COURT, PUBLIC BOARD, GOVERNMENT
AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING AGAINST OR AFFECTING THE
COMPANY, THE COMMON STOCK OR ANY OF THE COMPANY'S SUBSIDIARIES, WHEREIN AN
UNFAVORABLE DECISION, RULING OR FINDING WOULD (I) HAVE A MATERIAL ADVERSE
EFFECT.
(J)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF THE CONVERTIBLE
DEBENTURES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING
SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT EACH BUYER IS NOT ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY
OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY EACH BUYER OR ANY
OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY IS MERELY INCIDENTAL TO SUCH BUYER'S
PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER REPRESENTS TO EACH BUYER THAT
THE COMPANY'S DECISION TO ENTER INTO THIS AGREEMENT HAS BEEN BASED SOLELY ON THE
INDEPENDENT EVALUATION BY THE COMPANY AND ITS REPRESENTATIVES.
(K)
NO GENERAL SOLICITATION.
NEITHER THE COMPANY, NOR ANY OF ITS
AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS ENGAGED IN ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF
REGULATION D UNDER THE SECURITIES ACT) IN CONNECTION WITH THE OFFER OR SALE OF
THE SECURITIES.
(L)
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR ANY OF ITS
AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF HAS, DIRECTLY OR
INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO
BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD REQUIRE REGISTRATION OF THE
SECURITIES UNDER THE SECURITIES ACT OR CAUSE THIS OFFERING OF THE SECURITIES TO
BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES
ACT.
(M)
EMPLOYEE RELATIONS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS INVOLVED IN ANY LABOR DISPUTE OR, TO THE KNOWLEDGE OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, IS ANY SUCH DISPUTE THREATENED.
NONE OF THE
COMPANY'S OR ITS SUBSIDIARIES' EMPLOYEES IS A MEMBER OF A UNION AND THE COMPANY
AND ITS SUBSIDIARIES