THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE VALID AND
BINDING OBLIGATIONS OF LAURUS, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS,
EXCEPT (A) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS, AND (B) AS LIMITED BY GENERAL PRINCIPLES OF
30
EQUITY THAT RESTRICT THE AVAILABILITY OF EQUITABLE AND LEGAL REMEDIES.
THE
ENTERING INTO BY LAURUS OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS DOES NOT
CONFLICT WITH THE TERMS OF ANY AGREEMENT TO WHICH LAURUS IS A PARTY.
LAURUS HAS
TAKEN ALL ACTION NECESSARY FOR THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY
LAURUS OF THIS AGREEMENT.
(B)
INVESTMENT REPRESENTATIONS.
LAURUS UNDERSTANDS THAT THE
SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
CONTAINED IN THE SECURITIES ACT BASED IN PART UPON LAURUS' REPRESENTATIONS
CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THAT LAURUS IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES
ACT.
LAURUS HAS RECEIVED OR HAS HAD FULL ACCESS TO ALL THE INFORMATION IT
CONSIDERS NECESSARY OR APPROPRIATE TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO THE NOTES TO BE ISSUED TO IT UNDER THIS AGREEMENT AND THE SECURITIES
ACQUIRED BY IT UPON THE CONVERSION OF THE NOTES.
(C)
LAURUS BEARS ECONOMIC RISK.
LAURUS HAS SUBSTANTIAL EXPERIENCE IN
EVALUATING AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF SECURITIES IN
COMPANIES SIMILAR TO THE PARENT SO THAT IT IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF ITS INVESTMENT IN THE PARENT AND HAS THE CAPACITY TO PROTECT ITS
OWN INTERESTS.
LAURUS MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT UNTIL THE
SECURITIES ARE SOLD PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, OR (II) AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
(D)
INVESTMENT FOR OWN ACCOUNT.
THE SECURITIES ARE BEING ISSUED TO
LAURUS FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY, AND NOT AS A NOMINEE OR AGENT
AND NOT WITH A VIEW TOWARDS OR FOR RESALE IN CONNECTION WITH THEIR DISTRIBUTION.
(E)
LAURUS CAN PROTECT ITS INTEREST.
LAURUS REPRESENTS THAT BY REASON
OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND FINANCIAL EXPERIENCE, LAURUS HAS
THE CAPACITY TO EVALUATE THE MERITS AND RISKS OF ITS INVESTMENT IN THE NOTES,
AND THE SECURITIES AND TO PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, AND THE ANCILLARY AGREEMENTS.
FURTHER, LAURUS IS AWARE OF NO PUBLICATION OF ANY ADVERTISEMENT IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED IN THE AGREEMENT OR THE ANCILLARY AGREEMENTS.
(F)
ACCREDITED INVESTOR.
LAURUS REPRESENTS THAT IT IS AN ACCREDITED
INVESTOR WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT.
(G)
SHORTING.
NEITHER LAURUS NOR ANY OF ITS AFFILIATES OR INVESTMENT
PARTNERS HAS, WILL, OR WILL CAUSE ANY PERSON, TO DIRECTLY ENGAGE IN "SHORT
SALES" OF THE PARENT'S COMMON STOCK AS LONG AS THE MINIMUM BORROWING NOTE SHALL
BE OUTSTANDING.
(H)
PATRIOT ACT.
LAURUS CERTIFIES THAT, TO THE BEST OF LAURUS'
KNOWLEDGE, LAURUS HAS NOT BEEN DESIGNATED, AND IS NOT OWNED OR CONTROLLED, BY A
"SUSPECTED TERRORIST" AS