FORTH
IN SCHEDULE 8.9 HERETO, THE COMPANY HAS NOT REDEEMED ANY OF THE COMPANY'S
SECURITIES NOR HAS IT UNDERTAKEN TO REDEEM ANY OF ITS SECURITIES.
8.10.
FULL DISCLOSURE.
NONE OF THE REPRESENTATIONS OR WARRANTIES MADE BY
THE COMPANY IN THIS AGREEMENT (INCLUDING ANY EXHIBITS AND SCHEDULES) AS OF THE
DATE SUCH REPRESENTATIONS AND WARRANTIES ARE MADE, WHEN TAKEN TOGETHER, CONTAINS
ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS ANY MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING AS OF THE TIME WHEN
MADE OR DELIVERED.
8.11.
FINANCIAL STATEMENTS.
THE COMPANY'S AUDITED BALANCE SHEET AS AT
DECEMBER 31, 2004, AND THE RELATED FINANCIAL STATEMENTS FOR THE PERIOD THEN
ENDING (INCLUDING THE NOTES THERETO) INCLUDED IN ITS ANNUAL REPORT ON FORM 10-K
FILED ON MARCH 31, 2005 (THE "ANNUAL REPORT"), AND THE COMPANY'S UN-AUDITED
BALANCE SHEET AT SEPTEMBER 30, 2005 AND RELATED UN-AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD THEN ENDING (INCLUDING THE NOTES THERETO) INCLUDED IN ITS
FORM 10-Q FILED ON NOVEMBER 18, 2005 (COLLECTIVELY, THE "FINANCIAL STATEMENTS"),
WHICH HAVE BEEN DELIVERED TO THE LEAD INVESTOR, HAVE BEEN PREPARED IN ACCORDANCE
WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED, PRESENT FAIRLY THE COMPANY'S FINANCIAL CONDITION AS OF SUCH DATE AND
THE RESULTS OF OPERATIONS OF THE COMPANY FOR SUCH PERIOD, ARE CORRECT AND
COMPLETE AND ARE CONSISTENT WITH THE BOOKS AND RECORDS OF THE COMPANY. THE
ANNUAL REPORT AND ALL REPORTS THE COMPANY HAS FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") THEREAFTER, WHEN FILED, WERE FREE OF MATERIAL
ERRORS AND OMISSIONS, AND AS OF THE DATE HEREOF CONTINUE TO BE FREE OF MATERIAL
ERRORS AND OMISSIONS, EXCEPT TO THE EXTENT MODIFIED OR SUPERCEDED BY DISCLOSURES
MADE IN THIS AGREEMENT, INCLUDING THE SCHEDULES HERETO, OR BY SUBSEQUENT FILINGS
WITH THE SEC.
8.12.
REPORTS.
THE COMPANY HAS TIMELY FILED, OR CAUSED TO BE FILED, WITH
THE APPROPRIATE AUTHORITIES OR GOT EXTENSION FOR, ALL FILINGS, REPORTS AND
RETURNS REQUIRED TO BE FILED BY IT, OR WITH RESPECT TO IT, ITS BUSINESS,
OPERATIONS OR ASSETS, INCLUDING WITHOUT LIMITATION, ALL TAX RETURNS, AND AS OF
THE TIME OF FILING, SUCH FILINGS, REPORTS AND RETURNS WERE TRUE AND COMPLETE IN
ALL MATERIAL RESPECTS.
8.13.
DUE AUTHORIZATION.
THE ACQUIRED SHARES, WARRANTS, WARRANT SHARES,
WHEN ISSUED, AT THE CLOSING OR UPON EXERCISE OF THE WARRANTS, AS APPLICABLE,
SHALL ALL BE DULY AUTHORIZED, VALIDLY ISSUED, AND UPON PAYMENT OF APPLICABLE
PRICE PER SHARE AND/OR THE EXERCISE PRICE THEREOF - FULLY PAID, NON-ASSESSABLE
AND CLEAR AND FREE FROM ANY LIEN, ENCUMBRANCE, OR ANY OTHER THIRD PARTY RIGHT
WHATSOEVER.
8.14.
APPROVALS.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
FULL PERFORMANCE OF ALL OTHER OBLIGATIONS AND UNDERTAKINGS OF THE COMPANY
CONTEMPLATED HEREUNDER INCLUDING THE ISSUANCE OF THE ACQUIRED SHARES, ADDITIONAL
ACQUIRED SHARES, GRANT AND ISSUANCE OF THE WARRANTS AND ADDITIONAL WARRANTS AND
THE ISSUANCE OF THE WARRANT SHARES AND ADDITIONAL WARRANT SHARES, SHALL HAVE
BEEN DULY APPROVED BY