3 HEREOF.
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 IN ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER
CIRCUMSTANCES THAT WOULD REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF THE
ISSUANCE OF THE SHARES TO THE PURCHASERS.
PRIVATE PLACEMENT.
THE OFFER AND SALE OF THE SHARES TO THE PURCHASERS AS
CONTEMPLATED HEREBY IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS DISCLOSED IN THE 2006 SEC FILINGS, NONE
OF THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO THE COMPANY'S KNOWLEDGE,
NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY A PARTY TO ANY TRANSACTION
WITH THE COMPANY OR ANY SUBSIDIARY (OTHER THAN AS HOLDERS OF STOCK OPTIONS
AND/OR WARRANTS, AND FOR SERVICES AS EMPLOYEES, OFFICERS AND DIRECTORS),
INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE
FURNISHING OF SERVICES TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL
PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY OFFICER,
DIRECTOR OR SUCH EMPLOYEE OR, TO THE COMPANY'S KNOWLEDGE, ANY ENTITY IN WHICH
ANY OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN
OFFICER, DIRECTOR, TRUSTEE OR PARTNER.
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS EACH
PURCHASER, THEIR REPRESENTATIVES, OFFICERS, FIDUCIARIES, COUNSEL AND OTHER
AGENTS FROM AND AGAINST ALL LIABILITY, DAMAGE, LOSS, COST AND EXPENSE (INCLUDING
REASONABLE ATTORNEYS' FEES) WHICH THEY, OR ANY OF THEM, MAY INCUR BY REASON OF
THE FAILURE OF THE COMPANY TO FULFILL ANY OF THE TERMS OR CONDITIONS OF THIS
PURCHASE AGREEMENT, OR ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY
THE COMPANY HEREIN, OR IN ANY DOCUMENT PROVIDED BY THE COMPANY TO SUCH
PURCHASER.
REPRESENTATIONS; WARRANTIES AND ACKNOWLEDGMENTS OF EACH PURCHASER.
GENERALLY.
EACH PURCHASER REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
EACH PURCHASER HAS RECEIVED THIS PURCHASE AGREEMENT AND THE 2006 SEC FILINGS,
HAS CAREFULLY REVIEWED THE FOREGOING AND HAS RELIED SOLELY ON THE INFORMATION
CONTAINED THEREIN, INFORMATION OTHERWISE PROVIDED TO SUCH PURCHASER IN WRITING
BY THE COMPANY OR INFORMATION FROM BOOKS AND RECORDS FURNISHED BY THE COMPANY.
EACH PURCHASER UNDERSTANDS THAT ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO
THIS INVESTMENT HAVE BEEN MADE AVAILABLE FOR INSPECTION BY ITS ATTORNEY AND/OR
ITS ACCOUNTANT AND ITSELF AND THAT THE BOOKS AND RECORDS OF THE COMPANY WILL BE
AVAILABLE FOR INSPECTION BY EACH PURCHASER DURING ORDINARY BUSINESS HOURS AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS.
EACH PURCHASER AND/OR ITS ADVISORS HAVE
HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE
COMPANY, OR A PERSON OR PERSONS ACTING ON ITS BEHALF, CONCERNING THE SHARES, AND
ALL SUCH QUESTIONS HAVE BEEN ANSWERED TO THE FULL SATISFACTION OF EACH
PURCHASER.
NO ORAL REPRESENTATIONS HAVE BEEN MADE OR ORAL INFORMATION FURNISHED
TO EACH PURCHASER IN CONNECTION WITH THE SHARES THAT WERE IN ANY WAY
INCONSISTENT WITH THIS PURCHASE AGREEMENT.
EACH PURCHASER HAS RECEIVED NO