SUBSTANCES, INCLUDING BUILDING MATERIALS; AND
(II)
ANY PETROLEUM PRODUCTS OR NUCLEAR
MATERIALS.
(R)
VALID OFFERING.
ASSUMING THE ACCURACY OF
THE REPRESENTATIONS AND WARRANTIES OF LAURUS CONTAINED IN THIS AGREEMENT, THE
OFFER AND ISSUANCE OF THE SECURITIES WILL BE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND WILL HAVE BEEN REGISTERED OR QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND
QUALIFICATION) UNDER THE REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF
ALL APPLICABLE STATE SECURITIES LAWS.
(S)
FULL DISCLOSURE.
IT AND EACH OF ITS
SUBSIDIARIES HAS PROVIDED LAURUS WITH ALL INFORMATION REQUESTED BY LAURUS IN
CONNECTION WITH LAURUS' DECISION TO ENTER INTO THIS AGREEMENT, INCLUDING ALL
INFORMATION EACH COMPANY AND ITS SUBSIDIARIES BELIEVE IS REASONABLY NECESSARY TO
MAKE SUCH INVESTMENT DECISION.
NEITHER THIS AGREEMENT, THE ANCILLARY AGREEMENTS
NOR THE EXHIBITS AND SCHEDULES HERETO AND THERETO NOR ANY OTHER DOCUMENT
DELIVERED BY IT OR ANY OF ITS SUBSIDIARIES TO LAURUS OR ITS ATTORNEYS OR AGENTS
IN CONNECTION HEREWITH OR THEREWITH OR WITH THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS AND OTHER ESTIMATES PROVIDED TO LAURUS BY IT OR ANY OF
ITS SUBSIDIARIES WERE BASED ON ITS AND ITS SUBSIDIARIES' EXPERIENCE IN THE
INDUSTRY AND ON ASSUMPTIONS OF FACT AND OPINION AS TO FUTURE EVENTS WHICH IT OR
ANY OF ITS SUBSIDIARIES, AT THE DATE OF THE ISSUANCE OF SUCH PROJECTIONS OR
ESTIMATES, BELIEVED TO BE REASONABLE.
(T)
INSURANCE.
IT AND EACH OF ITS
SUBSIDIARIES HAS GENERAL COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY
INSURANCE POLICIES WITH COVERAGES WHICH IT BELIEVES ARE CUSTOMARY FOR COMPANIES
SIMILARLY SITUATED TO IT AND ITS SUBSIDIARIES IN THE SAME OR SIMILAR BUSINESS.
(U)
SEC REPORTS AND FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 12(U), IT AND EACH OF ITS SUBSIDIARIES HAS FILED
ALL PROXY STATEMENTS, REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT
UNDER THE EXCHANGE ACT.
THE PARENT HAS FURNISHED LAURUS WITH COPIES OF:
(I) ITS ANNUAL REPORT ON FORM 10-KSB FOR ITS FISCAL YEARS ENDED DECEMBER 31,
2004; AND (II) ITS QUARTERLY REPORTS ON FORM 10-QSB FOR ITS FISCAL QUARTERS
ENDED MARCH 31, 2005 AND JUNE 30, 2005, AND THE FORM 8-K FILINGS WHICH IT HAS
MADE DURING ITS FISCAL YEAR 2004 TO DATE (COLLECTIVELY, THE "SEC REPORTS").
EXCEPT AS SET FORTH ON SCHEDULE 12(U), EACH SEC REPORT WAS, AT THE TIME OF ITS
FILING, IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM
AND NONE OF THE SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE NOTES
THERETO) INCLUDED IN THE SEC REPORTS, AS OF THEIR RESPECTIVE FILING DATES,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
20
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY