TO BE PAID BY PAYOR AND SUCH FAILURE SHALL CONTINUE BEYOND ANY PERIOD
OF GRACE PROVIDED WITH RESPECT THERETO, OR (II) DEFAULT IN THE OBSERVANCE OR
PERFORMANCE OF ANY OTHER AGREEMENT, TERM OR CONDITION CONTAINED IN ANY BOND,
DEBENTURE, NOTE OR OTHER EVIDENCE OF INDEBTEDNESS FOR BORROWED MONEY.
(E)
PAYOR (I) FILES ANY PETITION OR ACTION FOR RELIEF UNDER ANY
BANKRUPTCY, REORGANIZATION, INSOLVENCY OR MORATORIUM LAW OR ANY OTHER LAW FOR
THE RELIEF OF, OR RELATING TO, DEBTORS, NOW OR HEREAFTER IN EFFECT; (II) MAKES
ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR TAKES ANY CORPORATE ACTION IN
FURTHERANCE OF ANY OF THE FOREGOING; (III) APPLIES FOR OR CONSENTS TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, LIQUIDATOR OR CUSTODIAN OF ITSELF OR OF ALL
OR A SUBSTANTIAL PART OF ITS PROPERTY; (IV) IS UNABLE, OR ADMITS IN WRITING ITS
INABILITY, TO PAY ITS DEBTS GENERALLY AS THEY MATURE, (V) IS DISSOLVED OR
LIQUIDATED; (VI) BECOMES INSOLVENT (AS SUCH TERM MAY BE DEFINED OR INTERPRETED
UNDER ANY APPLICABLE STATUTE); OR (VII) TAKES ANY ACTION FOR THE PURPOSE OF
EFFECTING ANY OF THE FOREGOING.
(F)
AN INVOLUNTARY PETITION IS FILED AGAINST PAYOR (UNLESS SUCH
PETITION IS DISMISSED OR DISCHARGED WITHIN THIRTY (30) DAYS UNDER ANY BANKRUPTCY
STATUTE NOW OR HEREAFTER IN EFFECT) OR A CUSTODIAN, RECEIVER, TRUSTEE, ASSIGNEE
FOR THE BENEFIT OF CREDITORS (OR OTHER SIMILAR OFFICIAL) IS APPOINTED TO TAKE
POSSESSION, CUSTODY OR CONTROL OF ANY PROPERTY OF PAYOR;
(G)
A FINAL JUDGMENT OR ORDER FOR THE PAYMENT OF MONEY IN EXCESS
OF
$10,000 SHALL BE RENDERED AGAINST THE PAYOR AND THE SAME SHALL REMAIN
UNDISCHARGED FOR A PERIOD OF TEN (10) DAYS DURING WHICH EXECUTION SHALL NOT BE
EFFECTIVELY STAYED, OR ANY JUDGMENT, WRIT, ASSESSMENT, WARRANT OF ATTACHMENT, OR
EXECUTION OR SIMILAR PROCESS SHALL BE ISSUED OR LEVIED AGAINST THE COLLATERAL
(AS DEFINED BELOW) AND SUCH JUDGMENT, WRIT, OR SIMILAR PROCESS SHALL NOT BE
RELEASED, STAYED, VACATED OR OTHERWISE DISMISSED WITHIN TEN (10) DAYS AFTER
ISSUE OR LEVY.
(H)
PAYOR SHALL FAIL TO MAINTAIN THE LISTING OF ITS COMMON STOCK
ON AT LEAST ONE OF THE OTCBB OR AN EQUIVALENT REPLACEMENT EXCHANGE, THE NASDAQ
NATIONAL MARKET, THE NASDAQ SMALLCAP MARKET, THE NEW YORK STOCK EXCHANGE, OR THE
AMERICAN STOCK EXCHANGE.
(I)
PAYOR SHALL FAIL TO COMPLY WITH THE REPORTING REQUIREMENTS
OF THE EXCHANGE ACT; AND/OR PAYOR SHALL CEASE TO BE SUBJECT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT.
(J)
ANY CESSATION OF OPERATIONS BY PAYOR.
(K)
PAYOR'S FAILURE TO MAINTAIN ANY MATERIAL INTELLECTUAL PROPERTY
RIGHTS, PERSONAL, REAL PROPERTY OR OTHER ASSETS WHICH ARE NECESSARY TO CONDUCT
ITS BUSINESS (WHETHER NOW OR IN THE FUTURE).
(L)
THE SALE, CONVEYANCE, OR DISPOSITION OF ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF THE PAYOR, THE EFFECTUATION BY THE PAYOR OF A TRANSACTION
OR SERIES OF RELATED TRANSACTIONS IN WHICH MORE THAN 50% OF THE VOTING POWER OF
THE PAYOR IS DISPOSED OF, OR THE CONSOLIDATION, MERGER OR OTHER BUSINESS
COMBINATION OF THE PAYOR WITH OR INTO ANY OTHER PERSON (AS DEFINED BELOW)