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.
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(I) DESCRIBES ALL INTELLECTUAL PROPERTY OF COMPANY.
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
10Z-9
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 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.
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, (II) ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED MARCH 29, 2003,
JUNE 28, 2003 AND SEPTEMBER 27, 2003 AND (III) ALL CURRENT REPORTS ON FORM 8-K
WHICH THE COMPANY WERE REQUIRED TO FILE (COLLECTIVELY, THE "SEC REPORTS").
EACH
SEC REPORT WAS, AT THE TIME OF ITS FILING, IN SUBSTANTIAL COMPLIANCE WITH THE
REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE OF THE SEC REPORTS, NOR THE
FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED IN THE SEC REPORTS, AS OF
THEIR RESPECTIVE FILING DATES, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED