EXCEPT AS DISCLOSED IN EXHIBIT 12(E) ATTACHED HERETO, COMPANY
HAS NOT WITHDRAWN, COMPLETELY OR PARTIALLY, FROM ANY MULTI-EMPLOYER PENSION PLAN
SO AS TO INCUR LIABILITY UNDER THE MULTIEMPLOYER PENSION PLAN AMENDMENTS ACT OF
1980.
(F)
THERE IS NO PENDING OR THREATENED LITIGATION, COURT ORDER,
JUDGMENT, WRIT, SUIT, ACTION OR PROCEEDING WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(G)
ALL BALANCE SHEETS AND INCOME STATEMENTS WHICH HAVE BEEN DELIVERED
TO LAURUS FAIRLY, ACCURATELY AND PROPERLY STATE COMPANY'S FINANCIAL CONDITION ON
A BASIS CONSISTENT WITH THAT OF PREVIOUS FINANCIAL STATEMENTS AND EXCEPT AS
REFLECTED IN SUCH FINANCIAL STATEMENTS THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN COMPANY'S FINANCIAL CONDITION AS REFLECTED IN SUCH STATEMENTS SINCE THE
BALANCE SHEET DATE OF THE STATEMENTS LAST DELIVERED TO LAURUS AND SUCH
STATEMENTS DO NOT FAIL TO DISCLOSE ANY FACT OR FACTS WHICH MIGHT HAVE A MATERIAL
ADVERSE EFFECT ON COMPANY'S FINANCIAL CONDITION.
(H)
COMPANY POSSESSES OR HAS LICENSES TO USE ALL OF THE INTELLECTUAL
PROPERTY NECESSARY TO CONDUCT ITS BUSINESS.
THERE HAS BEEN NO ASSERTION OR
CLAIM OF VIOLATION OR INFRINGEMENT WITH RESPECT TO ANY INTELLECTUAL PROPERTY.
EXHIBIT 12(H) DESCRIBES ALL INTELLECTUAL PROPERTY OF COMPANY.
(I)
NEITHER THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, THE
ANCILLARY AGREEMENTS NOR ANY OTHER DOCUMENT DELIVERED BY COMPANY TO LAURUS OR
ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR THEREWITH OR WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY ARE MADE, NOT MISLEADING.
THE ISSUANCE OF THE NOTES AND THE WARRANTS AND
THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THE NOTES AND EXERCISE OF
THE WARRANTS WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND WILL HAVE BEEN REGISTERED OR
QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND QUALIFICATION) UNDER
12
the registration, permit or qualification requirements of all applicable state
securities laws.
Neither 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.
(J)
THE COMMON STOCK OF THE COMPANY IS REGISTERED PURSUANT TO
SECTION 12(B) OR 12(G) OF THE EXCHANGE ACT AND, EXCEPT WITH RESPECT TO CERTAIN
MATTERS SET FORTH ON EXHIBIT 12(J) ATTACHED HERETO, THE COMPANY HAS TIMELY FILED
ALL PROXY STATEMENTS, REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT.
THE COMPANY HAS FILED (I)
ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 AND
(II) ITS QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED MARCH 31,
2003 AND JUNE 30, 2003 (COLLECTIVELY, THE "SEC REPORTS").
EACH SEC REPORT WAS,
AT THE TIME OF ITS