CONVERSION SHARES OR
WARRANT SHARES CAN BE SOLD PURSUANT TO RULE 144 WITHOUT ANY RESTRICTION AS TO
THE NUMBER OF SECURITIES ACQUIRED AS OF A PARTICULAR DATE THAT CAN THEN BE
IMMEDIATELY SOLD, THE COMPANY SHALL PERMIT THE TRANSFER, AND, IN THE CASE OF THE
CONVERSION SHARES AND THE WARRANT SHARES, PROMPTLY INSTRUCT ITS TRANSFER AGENT
TO ISSUE ONE OR MORE CERTIFICATES IN SUCH NAME AND IN SUCH DENOMINATIONS AS
SPECIFIED BY SUCH PURCHASER AND WITHOUT ANY RESTRICTIVE LEGEND.
THE COMPANY
ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS UNDER THIS SECTION 3.18 WILL
CAUSE
19
IRREPARABLE HARM TO THE PURCHASERS BY VITIATING THE INTENT AND PURPOSE OF THE
TRANSACTION CONTEMPLATED HEREBY.
ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE
REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 3.18 WILL BE
INADEQUATE AND AGREES, IN THE EVENT OF A BREACH OR THREATENED BREACH BY THE
COMPANY OF THE PROVISIONS OF THIS SECTION 3.18, THAT THE PURCHASERS SHALL BE
ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN ORDER AND/OR
INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE ISSUANCE AND TRANSFER,
WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER
SECURITY BEING REQUIRED.
SECTION 3.19
DISPOSITION OF ASSETS.
SO LONG AS THE NOTES REMAIN
OUTSTANDING, NEITHER THE COMPANY NOR ANY SUBSIDIARY SHALL SELL, TRANSFER OR
OTHERWISE DISPOSE OF ANY OF ITS MATERIAL PROPERTIES, ASSETS AND RIGHTS
INCLUDING, WITHOUT LIMITATION, ITS SOFTWARE AND INTELLECTUAL PROPERTY, TO ANY
PERSON EXCEPT FOR (I) SALES TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS,
(II) WITH THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE NOTES
THEN OUTSTANDING, OR (III) IN CONNECTION WITH A SUBSEQUENT FINANCING.
SECTION 3.20
CORNELL CAPITAL PARTNERS, L.P INDEBTEDNESS.
THE COMPANY
CONVENANTS AND AGREES THAT WITHIN FORTY-EIGHT (48) HOURS OF RECEIPT OF A MAJOR
RECEIVABLE FROM AN UNNAMED INSURANCE COMPANY REFERENCED IN THE PRESS RELEASE
ISSUED BY THE COMPANY ON OCTOBER 27, 2004, THE COMPANY WILL PAY OFF ALL
OUTSTANDING INDEBTEDNESS OWED TO CORNELL CAPITAL PARTNERS, L.P.
FURTHERMORE,
THE COMPANY CONVENANTS AND AGREES SO LONG AS THE NOTES REMAIN OUTSTANDING THAT
IT WILL NOT REQUEST ANY DRAW DOWNS IN CONNECTION WITH THAT CERTAIN EQUITY LINE
OF CREDIT AGREEMENT DATED JULY 23, 2002 BETWEEN THE COMPANY AND CORNELL CAPITAL
PARTNERS, L.P.
SECTION 3.21
REGULATION S.
THE COMPANY COVENANTS AND AGREES THAT IF
THE COMPANY FAILS TO REGISTER THE CONVERSION SHARES AND WARRANT SHARES BY THE
EFFECTIVENESS DATE (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), THEN FOR
SO LONG AS SUCH REGISTRATION STATEMENT IS NOT EFFECTIVE AND SO LONG AS ANY OF
THE CONVERSION SHARES OR WARRANT SHARES REMAIN OUTSTANDING AND CONTINUE TO BE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT,
THE COMPANY SHALL, IN ORDER TO PERMIT RESALES OF ANY OF THE CONVERSION SHARES OR
WARRANT SHARES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (A) CONTINUE
TO FILE ALL MATERIAL REQUIRED TO BE FILED PURSUANT TO SECTION 13(A) OR 15(D) OF
THE EXCHANGE ACT, AND (B)