IS NOT
INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT LIMITATION, INFORMATION
REFERRED TO IN SECTION 2(I) OF THIS AGREEMENT, CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCE UNDER WHICH THEY ARE OR
WERE MADE AND NOT MISLEADING.
(H)
10(B)-5.
THE SEC DOCUMENTS DO NOT INCLUDE
ANY UNTRUE STATEMENTS OF MATERIAL FACT, NOR DO THEY OMIT TO STATE ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN NECESSARY TO MAKE THE STATEMENTS MADE, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(I)
ABSENCE OF LITIGATION.
THERE IS NO
ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION BEFORE OR BY ANY COURT,
PUBLIC BOARD, GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING
AGAINST OR AFFECTING THE COMPANY, THE COMMON STOCK OR ANY OF THE COMPANY'S
SUBSIDIARIES, WHEREIN AN UNFAVORABLE DECISION, RULING OR FINDING WOULD HAVE A
MATERIAL ADVERSE EFFECT.
(J)
ACKNOWLEDGMENT REGARDING BUYER'S
PURCHASE OF THE CONVERTIBLE DEBENTURES.
THE COMPANY ACKNOWLEDGES AND AGREES
THAT EACH BUYER IS ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER
WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
COMPANY FURTHER ACKNOWLEDGES THAT EACH BUYER IS NOT ACTING AS A FINANCIAL
ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY
EACH BUYER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION
WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS MERELY
INCIDENTAL TO SUCH BUYER'S PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER
REPRESENTS TO EACH BUYER THAT THE COMPANY'S DECISION TO ENTER INTO THIS
10
AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION BY THE COMPANY AND
ITS REPRESENTATIVES.
(K)
NO GENERAL SOLICITATION.
NEITHER THE
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.
(L)
NO INTEGRATED OFFERING.
NEITHER THE
COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF
HAS, DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR
SOLICITED ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD REQUIRE
REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT OR CAUSE THIS OFFERING
OF THE SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR
PURPOSES OF THE SECURITIES ACT.
(M)
EMPLOYEE RELATIONS.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS INVOLVED IN ANY LABOR DISPUTE OR, TO THE KNOWLEDGE OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES, IS ANY SUCH DISPUTE THREATENED.
NONE OF
THE COMPANY'S OR ITS SUBSIDIARIES' EMPLOYEES IS A MEMBER OF A UNION AND THE
COMPANY AND ITS SUBSIDIARIES BELIEVE THAT THEIR RELATIONS WITH THEIR EMPLOYEES
ARE GOOD.
(N)
INTELLECTUAL PROPERTY RIGHTS.
THE COMPANY
AND ITS SUBSIDIARIES OWN OR POSSESS