IN
THE SEC REPORTS COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE
COMMISSION OR OTHER APPLICABLE RULES AND REGULATIONS WITH RESPECT THERETO.
SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") APPLIED ON A CONSISTENT BASIS DURING THE PERIODS
INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS
OR THE NOTES THERETO OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE
EXTENT THEY MAY NOT INCLUDE FOOTNOTES OR MAY BE CONDENSED) AND FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE FINANCIAL CONDITION, THE RESULTS OF OPERATIONS AND THE
CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, AS OF,
AND FOR, THE PERIODS PRESENTED IN EACH SUCH SEC REPORT.
THE COMMON STOCK OF THE COMPANY IS LISTED FOR TRADING ON THE NASD OVER THE
COUNTER BULLETIN BOARD ("OTCBB") AND SATISFIES ALL REQUIREMENTS FOR THE
CONTINUATION OF SUCH LISTING.
THE COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS
COMMON STOCK WILL BE DELISTED FROM THE OTCBB OR THAT THE COMMON STOCK DOES NOT
MEET ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING.
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 CAUSE THE OFFERING OF THE SECURITIES PURSUANT TO THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR
PURPOSES OF THE SECURITIES ACT WHICH WOULD PREVENT THE COMPANY FROM SELLING THE
SECURITIES PURSUANT TO RULE 506 UNDER THE SECURITIES ACT, OR ANY APPLICABLE
EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE COMPANY OR ANY OF
ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT WOULD CAUSE THE
OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER OFFERINGS (OTHER THAN
SUCH CONCURRENT OFFERING TO LAURUS).
THE SECURITIES ARE ALL RESTRICTED SECURITIES UNDER THE SECURITIES ACT AS OF
THE DATE OF THIS AGREEMENT.
THE COMPANY WILL NOT ISSUE ANY STOP TRANSFER ORDER
OR OTHER ORDER IMPEDING THE SALE AND DELIVERY OF ANY OF THE SECURITIES AT SUCH
TIME AS SUCH SECURITIES ARE REGISTERED FOR PUBLIC SALE OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE, EXCEPT AS REQUIRED BY FEDERAL OR STATE SECURITIES
LAWS.
THE COMPANY UNDERSTANDS THE NATURE OF THE SECURITIES ISSUABLE UNDER THE
ANCILLARY AGREEMENTS AND RECOGNIZES THAT THE ISSUANCE OF SUCH SECURITIES MAY
HAVE A POTENTIAL DILUTIVE EFFECT.
THE COMPANY SPECIFICALLY ACKNOWLEDGES THAT
ITS OBLIGATION TO ISSUE THE SECURITIES IS BINDING UPON THE COMPANY AND
ENFORCEABLE REGARDLESS OF THE DILUTION SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP
INTERESTS OF OTHER SHAREHOLDERS OF THE COMPANY.
10Z-10
EXCEPT FOR AGREEMENTS MADE IN THE ORDINARY COURSE OF BUSINESS, THERE IS NO
AGREEMENT THAT HAS NOT BEEN FILED WITH THE COMMISSION AS AN EXHIBIT TO A
REGISTRATION STATEMENT OR TO A FORM REQUIRED TO BE FILED BY THE COMPANY UNDER
THE EXCHANGE