AGENCY, REGULATORY AGENCY, SELF REGULATORY ORGANIZATION
OR STOCK MARKET OR ANY THIRD PARTY IN ORDER FOR IT TO EXECUTE, DELIVER OR
PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE IN ACCORDANCE WITH
THE TERMS HEREOF OR THEREOF OR TO ISSUE AND SELL THE NOTE IN ACCORDANCE WITH THE
TERMS HEREOF AND TO ISSUE THE CONVERSION SHARES UPON CONVERSION OF THE NOTE.
ALL CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND REGISTRATIONS WHICH THE
COMPANY IS REQUIRED TO OBTAIN PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN
OBTAINED OR EFFECTED ON OR PRIOR TO THE DATE HEREOF.
THE COMPANY IS NOT IN
VIOLATION OF THE LISTING REQUIREMENTS OF THE OVER-THE-COUNTER BULLETIN BOARD
(THE "OTCBB") AND DOES NOT REASONABLY ANTICIPATE THAT THE COMMON STOCK WILL BE
DELISTED BY THE OTCBB IN THE FORESEEABLE FUTURE.
THE COMPANY AND ITS
SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCES WHICH MIGHT GIVE RISE TO
ANY OF THE FOREGOING.
G.
SEC DOCUMENTS; FINANCIAL STATEMENTS.
THE COMPANY HAS TIMELY
FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO
BE FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT") (ALL OF THE
FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND
FINANCIAL STATEMENTS AND SCHEDULES THERETO AND DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS) INCORPORATED BY REFERENCE THEREIN, BEING HEREINAFTER REFERRED TO
HEREIN AS THE "SEC DOCUMENTS").
UPON WRITTEN REQUEST THE COMPANY WILL DELIVER
TO THE BUYER TRUE AND COMPLETE COPIES OF THE SEC DOCUMENTS, EXCEPT FOR SUCH
EXHIBITS AND INCORPORATED DOCUMENTS.
AS OF THEIR RESPECTIVE DATES, THE SEC
DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934
ACT AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE
TO THE SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED
WITH THE SEC, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
NONE OF THE STATEMENTS
7
MADE IN ANY SUCH SEC DOCUMENTS IS, OR HAS BEEN, REQUIRED TO BE AMENDED OR
UPDATED UNDER APPLICABLE LAW (EXCEPT FOR SUCH STATEMENTS AS HAVE BEEN AMENDED OR
UPDATED IN SUBSEQUENT FILINGS PRIOR THE DATE HEREOF).
AS OF THEIR RESPECTIVE
DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC DOCUMENTS
COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT
THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED
STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING
THE PERIODS INVOLVED
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES
AS OF THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND
CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED