FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY SUCH SELLER;
(D)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
ANY SELLER REASONABLY REQUESTS AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH
MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH SELLER TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH
SELLER (PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (I) QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THIS SUBPARAGRAPH, (II) SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION OR (III) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION);
(E)
NOTIFY EACH SELLER OF SUCH REGISTRABLE SECURITIES, AT ANY TIME
WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE
SECURITIES ACT, OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE
PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING, AND, AT THE REQUEST OF ANY SUCH SELLER, THE COMPANY SHALL
PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER
DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE SECURITIES, SUCH PROSPECTUS
SHALL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED ON EACH
SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN
LISTED AND, IF NOT SO LISTED, TO BE LISTED ON THE NASD AUTOMATED QUOTATION
SYSTEM AND, IF LISTED ON THE NASD AUTOMATED QUOTATION SYSTEM, USE ITS BEST
EFFORTS TO SECURE DESIGNATION OF ALL SUCH REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT AS A NASDAQ "NATIONAL MARKET SYSTEM SECURITY" WITHIN THE
MEANING OF RULE 11AA2-1 OF THE SECURITIES AND EXCHANGE COMMISSION OR, FAILING
THAT, TO SECURE NASDAQ AUTHORIZATION FOR SUCH REGISTRABLE SECURITIES AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO ARRANGE FOR AT LEAST TWO
MARKET MAKERS TO REGISTER AS SUCH WITH RESPECT TO SUCH REGISTRABLE SECURITIES
WITH THE NASD;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL SUCH REGISTRABLE
SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(H)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING UNDERWRITING
AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER ACTIONS AS THE HOLDERS OF
A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD OR THE UNDERWRITERS, IF ANY,
REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES (INCLUDING EFFECTING A STOCK SPLIT OR A COMBINATION OF
SHARES);
(I)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF REGISTRABLE
SECURITIES, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH
REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY
ANY SUCH SELLER OR UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND