THE FOLLOWING:
(I)
THIS AGREEMENT DULY EXECUTED BY SUCH SUBSCRIBER;
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(II)
SUCH SUBSCRIBER'S SUBSCRIPTION AMOUNT BY (A) CHECK OR WIRE
TRANSFER TO THE COMPANY PURSUANT TO THE WIRING INSTRUCTIONS PROVIDED TO THE
SUBSCRIBERS BY THE COMPANY;
(III)
AN EXECUTED AND PROPERLY COMPLETED COPY OF THE APPROPRIATE
CONFIDENTIAL PURCHASER QUESTIONNAIRE; AND
(IV)
AN EXECUTED AND PROPERLY COMPLETED COPY OF THE FORM OF
REGISTRATION RIGHTS AGREEMENT.
(c)
All representations and warranties of the other party contained
herein shall remain true and correct as of the Closing.
(d)
As of Closing, there shall have been no Material Adverse Effect
(as defined below) with respect to the Company since the date hereof.
(e)
From the date hereof to Closing, trading in the Common Stock shall
not have been suspended by the SEC and, at any time prior to Closing, trading in
securities generally as reported by Bloomberg Financial Markets shall not have
been suspended or limited, or minimum prices shall not have been established on
securities whose trades are reported by such service, or on any trading market,
nor shall a banking moratorium have been declared either by the United States or
New York State authorities.
4.
SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES.
EACH SUBSCRIBER
HEREBY REPRESENTS AND WARRANTS AS OF THE DATE HEREOF AND AS OF THE CLOSING, TO
AND AGREES WITH THE COMPANY AS TO SUCH SUBSCRIBER AND NO OTHER SUBSCRIBER THAT:
(A)
INFORMATION ON COMPANY.
THE SUBSCRIBER HAS EITHER OBTAINED OR HAS
ACCESS TO (THROUGH THE EDGAR WEBSITE OF THE SEC OR OTHERWISE) THE COMPANY'S FORM
10-KSB FOR THE YEAR-ENDED DECEMBER 31, 2006, TOGETHER WITH THE COMPANY'S FORM
SB-2 REGISTRATION STATEMENT DECLARED EFFECTIVE ON JANUARY 20, 2006, AND ALL
OTHER FORMS 10-KSB, 10-QSB, 8-K, AND ANY AMENDMENTS THERETO, INCLUDING ANY
EXHIBITS FILED WITH SUCH FORMS, AND ALL OTHER FILINGS PREVIOUSLY MADE WITH THE
SEC (HEREINAFTER REFERRED TO COLLECTIVELY AS THE "REPORTS").
IN ADDITION, THE
SUBSCRIBER HAS RECEIVED IN WRITING FROM THE COMPANY SUCH OTHER INFORMATION
CONCERNING ITS OPERATIONS, FINANCIAL CONDITION AND OTHER MATTERS AS THE
SUBSCRIBER HAS REQUESTED IN WRITING (SUCH OTHER INFORMATION IS COLLECTIVELY, THE
"OTHER WRITTEN INFORMATION"), AND CONSIDERED ALL FACTORS THE SUBSCRIBER DEEMS
MATERIAL IN DECIDING ON THE ADVISABILITY OF INVESTING IN THE SECURITIES.
(B)
INFORMATION ON SUBSCRIBER.
THE SUBSCRIBER IS, AND WILL BE AT THE
TIME OF CONVERSION OF THE SHARES AND EXERCISE OF THE WARRANTS, AN "ACCREDITED
INVESTOR" AS DEFINED IN SECTION 2(15) OF THE 1933 ACT AND RULE 501 PROMULGATED
THEREUNDER. SUCH SUBSCRIBER IS NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER
UNDER SECTION 15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934
ACT"), IS EXPERIENCED IN INVESTMENTS AND BUSINESS MATTERS, HAS MADE INVESTMENTS
OF A SPECULATIVE NATURE, UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES
INVOLVES A HIGH DEGREE OF RISK, HAS PURCHASED SECURITIES OF UNITED STATES
PUBLICLY-OWNED COMPANIES IN PRIVATE PLACEMENTS IN
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THE PAST AND, WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL, TAX AND OTHER BUSINESS MATTERS AS TO ENABLE THE SUBSCRIBER TO UTILIZE
THE INFORMATION