SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS (AS
DEFINED IN SECTION 1.3 BELOW) USED IN CONNECTION THEREWITH AND TAKE ALL SUCH
OTHER ACTIONS AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT AND
EFFECTIVE FOR A PERIOD (THE "REGISTRATION PERIOD") NOT EXCEEDING, WITH RESPECT
TO THE PURCHASER'S REGISTRABLE SHARES, THE EARLIER OF (I) THE SECOND ANNIVERSARY
OF THE CLOSING OF THE PURCHASE AGREEMENT (PROVIDED, HOWEVER, THAT WITH RESPECT
TO REGISTRABLE SHARES THAT ARE WARRANT SHARES, THE FOREGOING DATE SHALL BE THE
SECOND ANNIVERSARY OF THE DATE THE RELATED WARRANT WAS EXERCISED), (II) THE DATE
ON WHICH ALL REGISTRABLE SHARES THEN HELD BY THE PURCHASER MAY BE SOLD OR
TRANSFERRED IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT (OR ANY OTHER
SIMILAR PROVISIONS THEN IN FORCE) WITHOUT ANY VOLUME OR MANNER OF SALE
RESTRICTIONS THEREUNDER, AND (III) SUCH TIME AS ALL REGISTRABLE SHARES HELD BY
THE PURCHASER HAVE BEEN SOLD (A) PURSUANT TO A REGISTRATION STATEMENT, (B) TO OR
THROUGH A BROKER OR DEALER OR UNDERWRITER IN A PUBLIC DISTRIBUTION OR A PUBLIC
SECURITIES TRANSACTION, OR (C) IN A TRANSACTION EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT UNDER SECTION 4(1)
THEREOF SO THAT ALL TRANSFER RESTRICTIONS AND RESTRICTIVE LEGENDS WITH RESPECT
THERETO, IF ANY, ARE REMOVED UPON THE CONSUMMATION OF SUCH SALE;
(D)
PROMPTLY FURNISH TO THE PURCHASER WITH RESPECT TO THE REGISTRABLE SHARES
REGISTERED UNDER THE REGISTRATION STATEMENT SUCH REASONABLE NUMBER OF COPIES OF
THE PROSPECTUS, INCLUDING ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS, IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
REGISTRABLE SHARES BY THE PURCHASER;
(E)
PROMPTLY TAKE SUCH ACTION AS MAY BE NECESSARY TO QUALIFY, OR OBTAIN, AN
EXEMPTION FOR THE REGISTRABLE SHARES UNDER SUCH OF THE STATE SECURITIES LAWS OF
UNITED STATES JURISDICTIONS AS SHALL BE NECESSARY TO QUALIFY, OR OBTAIN AN
EXEMPTION FOR, THE SALE OF THE REGISTRABLE SHARES IN STATES SPECIFIED IN WRITING
BY THE PURCHASER;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY TO DO BUSINESS OR CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION IN
WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED;
(F)
BEAR ALL EXPENSES IN CONNECTION WITH THE PROCEDURES IN PARAGRAPH (A)
THROUGH (C) OF THIS SECTION 1.1 AND THE REGISTRATION OF THE REGISTRABLE SHARES
PURSUANT TO THE REGISTRATION STATEMENT, REGARDLESS OF WHETHER A REGISTRATION
STATEMENT BECOMES EFFECTIVE, INCLUDING WITHOUT LIMITATION: (I) ALL REGISTRATION
AND FILING FEES AND EXPENSES (INCLUDING FILINGS MADE WITH THE NASD); (II) FEES
AND EXPENSES OF COMPLIANCE WITH FEDERAL SECURITIES AND STATE "BLUE SKY" OR
SECURITIES LAWS; (III) EXPENSES OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR
THE REGISTRABLE SHARES AND PROSPECTUSES); (IV) ALL APPLICATION AND FILING FEES
IN CONNECTION WITH LISTING THE REGISTRABLE SHARES ON THE AMEX; AND (V) ALL FEES
AND DISBURSEMENTS OF COUNSEL OF THE COMPANY AND INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY; PROVIDED, HOWEVER, THAT THE PURCHASER SHALL BE
RESPONSIBLE FOR PAYING THE FEES