3(B)) BY
REASON OF THE COMPANY'S FILING A REPORT ON FORM 10-KSB, FORM 10-QSB OR FORM 8-K
OR ANY ANALOGOUS REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"), THE COMPANY SHALL INCORPORATE SUCH REPORT BY REFERENCE
INTO THE REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE EXCHANGE ACT REPORT IS
FILED WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT THE
REGISTRATION STATEMENT.
(C)
TO THE EXTENT THAT THE HOLDER HOLDS ANY REGISTRABLE SECURITIES
THAT ARE PROHIBITED FROM BEING INCLUDED ON A THE INITIAL REGISTRATION STATEMENT
OR ANY OTHER REGISTRATION STATEMENT (THE "NON-REGISTERED SHARES") UNDER RULE
415, AS INTERPRETED BY THE SEC, THEN THE COMPANY SHALL BECOME OBLIGATED TO FILE
AN ADDITIONAL REGISTRATION STATEMENT (EACH, A "SUBSEQUENT REGISTRATION
STATEMENT") ON THE FIRST DAY AFTER SUCH SUBSEQUENT REGISTRATION STATEMENT MAY BE
FILED WITHOUT OBJECTION BY THE SEC UNDER RULE 415 COVERING THE RESALE BY THE
HOLDER OF THE MAXIMUM NUMBER OF SUCH NON-REGISTERED SHARES ALLOWED UNDER RULE
415 AS INTERPRETED BY THE SEC.
(D)
THE COMPANY SHALL FURNISH TO THE HOLDER WHOSE REGISTRABLE
SECURITIES ARE INCLUDED IN ANY REGISTRATION STATEMENT, WITHOUT CHARGE, (I) AT
LEAST ONE (1) COPY OF SUCH REGISTRATION STATEMENT AS DECLARED EFFECTIVE BY THE
SEC AND ANY AMENDMENT(S) THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE, ALL EXHIBITS AND EACH
PRELIMINARY PROSPECTUS, (II) TEN (10) COPIES OF THE FINAL PROSPECTUS INCLUDED IN
SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO (OR SUCH
OTHER NUMBER OF COPIES AS THE HOLDER MAY REASONABLY REQUEST) AND (III) SUCH
OTHER DOCUMENTS AS THE HOLDER MAY REASONABLY REQUEST FROM TIME TO TIME IN ORDER
TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY THE HOLDER.
(E)
THE COMPANY SHALL USE ITS BEST EFFORTS TO (I) REGISTER AND QUALIFY
THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS THE
HOLDER REASONABLY REQUESTS, (II) PREPARE AND FILE IN THOSE JURISDICTIONS, SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH
REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE
EFFECTIVENESS THEREOF DURING THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN
EFFECT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER
ACTIONS REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES
FOR SALE IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO (W) MAKE ANY
CHANGE TO ITS ARTICLES OF INCORPORATION OR BY-LAWS, (X) QUALIFY TO DO BUSINESS
IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 3(D), (Y) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION, OR (Z) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY THE HOLDER OF THE