COMPANY'S KNOWLEDGE, ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS
OFFERED OR SOLD ANY OF THE SECURITIES BY ANY FORM OF GENERAL SOLICITATION OR
GENERAL ADVERTISING.
THE COMPANY HAS OFFERED THE SECURITIES FOR SALE ONLY TO
THE PURCHASERS AND CERTAIN OTHER "ACCREDITED INVESTORS" WITHIN THE MEANING OF
RULE 501 UNDER THE SECURITIES ACT.
(DD)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY,
NOR TO THE KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF
OF THE COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(EE)
ACCOUNTANTS.
THE COMPANY'S ACCOUNTING FIRM IS SET FORTH ON SCHEDULE
3.1(EE) OF THE DISCLOSURE SCHEDULE.
TO THE KNOWLEDGE AND BELIEF OF THE COMPANY,
SUCH ACCOUNTING FIRM (I) IS A REGISTERED PUBLIC ACCOUNTING FIRM AS REQUIRED BY
THE EXCHANGE ACT AND (II) SHALL EXPRESS ITS OPINION WITH RESPECT TO THE
FINANCIAL STATEMENTS TO BE INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR THE YEAR ENDING DECEMBER 31, 2006.
(EE)
NO DISAGREEMENTS WITH ACCOUNTANTS AND
LAWYERS.
THERE ARE NO DISAGREEMENTS OF ANY KIND PRESENTLY
EXISTING, OR REASONABLY ANTICIPATED BY THE COMPANY TO ARISE, BETWEEN THE COMPANY
AND THE ACCOUNTANTS AND LAWYERS FORMERLY OR PRESENTLY EMPLOYED BY THE COMPANY
AND THE COMPANY IS CURRENT WITH RESPECT TO ANY FEES OWED TO ITS ACCOUNTANTS AND
LAWYERS.
(FF)
ACKNOWLEDGMENT REGARDING PURCHASERS'
PURCHASE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE
PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH
RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY.
THE COMPANY FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL
ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR
17
CAPACITY) WITH RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED THEREBY AND ANY ADVICE GIVEN BY ANY PURCHASER OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY IS MERELY INCIDENTAL TO THE
PURCHASERS' PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER REPRESENTS TO EACH
PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
(GG)
ACKNOWLEDGEMENT REGARDING PURCHASER'S TRADING
ACTIVITY.
ANYTHING IN THIS AGREEMENT OR ELSEWHERE HEREIN TO THE CONTRARY
NOTWITHSTANDING (EXCEPT FOR SECTIONS 3.2(F) AND 4.15 HEREOF), IT IS UNDERSTOOD
AND ACKNOWLEDGED BY THE COMPANY (I) THAT NONE OF THE PURCHASERS HAVE BEEN ASKED
TO AGREE, NOR