THIS AGREEMENT; PROVIDED THAT NO
SUCH TERMINATION WILL AFFECT THE RIGHT OF ANY PARTY TO SUE FOR ANY BREACH BY THE
OTHER PARTY (OR PARTIES).
FEES AND EXPENSES.
AT THE CLOSING, THE COMPANY SHALL PAY TO IROQUOIS CAPITAL
L.P. AN AGGREGATE OF $25,000 FOR THEIR LEGAL FEES AND EXPENSES INCURRED IN
CONNECTION WITH ITS DUE DILIGENCE AND THE PREPARATION AND NEGOTIATION OF THE
TRANSACTION DOCUMENTS, OF WHICH AMOUNT $20,000 HAS BEEN PREVIOUSLY PAID BY THE
COMPANY TO THE PURCHASER COUNSEL.
IN LIEU OF THE FOREGOING PAYMENT, IROQUOIS
CAPITAL L.P. MAY RETAIN SUCH AMOUNT AT THE CLOSING.
EXCEPT AS EXPRESSLY SET
FORTH IN THE TRANSACTION DOCUMENTS TO THE CONTRARY, EACH PARTY SHALL PAY THE
FEES AND EXPENSES OF ITS ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER EXPERTS, IF
ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH PARTY INCIDENT TO THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
THE COMPANY
SHALL PAY ALL TRANSFER AGENT FEES, STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED
IN CONNECTION WITH THE ISSUANCE OF THE SECURITIES.
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS, TOGETHER WITH THE EXHIBITS AND
SCHEDULES THERETO, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, WHICH THE PARTIES
ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH DOCUMENTS, EXHIBITS AND SCHEDULES.
AT OR
AFTER THE CLOSING, AND WITHOUT FURTHER CONSIDERATION, THE PARTIES WILL EXECUTE
AND DELIVER TO EACH OTHER SUCH FURTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED
IN ORDER TO GIVE PRACTICAL EFFECT TO THE INTENTION OF THE PARTIES UNDER THE
TRANSACTION DOCUMENTS.
NOTICES.
ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR DELIVERIES REQUIRED OR
PERMITTED TO BE PROVIDED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN
AND EFFECTIVE ON THE EARLIEST OF (A) THE DATE OF TRANSMISSION, IF SUCH NOTICE OR
COMMUNICATION IS DELIVERED VIA FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN
THIS SECTION 7.4 PRIOR TO 5:30 P.M. (CHICAGO TIME) ON A TRADING DAY, (B) THE
NEXT TRADING DAY AFTER THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION
IS DELIVERED VIA FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION ON
A DAY THAT IS NOT A TRADING DAY OR LATER THAN 5:30 P.M. (CHICAGO TIME) ON ANY
TRADING DAY, (C) THE TRADING DAY FOLLOWING THE DATE OF DEPOSIT WITH A NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO
WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN.
THE ADDRESSES AND FACSIMILE NUMBERS
FOR SUCH NOTICES AND COMMUNICATIONS ARE THOSE SET FORTH ON THE SIGNATURE PAGES
HEREOF, OR SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS MAY BE DESIGNATED IN
WRITING HEREAFTER, IN THE SAME MANNER, BY ANY SUCH PERSON.
28
AMENDMENTS; WAIVERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED
EXCEPT IN A WRITTEN INSTRUMENT SIGNED, IN THE CASE OF AN AMENDMENT, BY THE
COMPANY AND EACH OF THE PURCHASERS OR, IN THE CASE OF A WAIVER, BY THE PARTY
AGAINST WHOM ENFORCEMENT OF