(Z)
GOING CONCERN.
THE COMPANY AND SUBSIDIARIES HAVE NO KNOWLEDGE
(UPON RECEIPT OF THE PROCEEDS OF THIS TRANSACTION) THAT THE COMPANY WILL RECEIVE
A "GOING CONCERN" OPINION FROM THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13 OR 15(D) UNDER
THE EXCHANGE ACT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, AS TO ITSELF ONLY AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS TO
THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND
THEREUNDER. THE PURCHASE BY SUCH PURCHASER OF THE SHARES AND THE WARRANTS
HEREUNDER HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH
PURCHASER AND NO FURTHER CONSENT OR ACTION IS REQUIRED BY THE PURCHASER, ITS
DIRECTORS, PARTNERS, MEMBERS OR STOCKHOLDERS.
THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS TO WHICH SUCH PURCHASER IS A PARTY HAVE BEEN DULY EXECUTED
BY SUCH PURCHASER AND IS, OR WHEN DELIVERED IN ACCORDANCE WITH
13
THE TERMS HEREOF, WILL CONSTITUTE, THE VALID AND BINDING OBLIGATION OF SUCH
PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE
LIMITED BY BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM AND SIMILAR LAWS
OF GENERAL APPLICATION RELATING TO OR AFFECTING THE ENFORCEMENT OF RIGHTS OF
CREDITORS, AND EXCEPT AS ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER ARE SUBJECT
TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR LAW).
(B)
INVESTMENT INTENT.
SUCH PURCHASER IS ACQUIRING THE SECURITIES FOR
ITS OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF IN VIOLATION OF
APPLICABLE SECURITIES LAWS, WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S
RIGHT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM SUCH
REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY
SUCH PURCHASER TO HOLD SECURITIES FOR ANY PERIOD OF TIME.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT. SUCH PURCHASER IS AWARE THAT
NONE OF THE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND