CHANGED, MODIFIED, AMENDED, WAIVED,
SUPPLEMENTED, DISCHARGED, CANCELLED OR TERMINATED ORALLY OR BY ANY COURSE OF
DEALING, OR IN ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING, SIGNED BY THE
PARTY TO BE CHARGED.
30.
SEVERABILITY.
WHEREVER POSSIBLE EACH PROVISION OF THIS AGREEMENT OR THE
ANCILLARY AGREEMENTS SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT OR THE
ANCILLARY AGREEMENTS SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
THEREOF.
31.
CAPTIONS.
ALL CAPTIONS ARE AND SHALL BE WITHOUT SUBSTANTIVE MEANING OR
CONTENT OF ANY KIND WHATSOEVER.
26
32.
COUNTERPARTS; TELECOPIER SIGNATURES.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
ANY SIGNATURE
DELIVERED BY A PARTY VIA TELECOPIER TRANSMISSION SHALL BE DEEMED TO BE ANY
ORIGINAL SIGNATURE HERETO.
33.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS COUNSEL
HAVE REVIEWED THIS AGREEMENT AND THAT THE NORMAL RULE OF CONSTRUCTION TO THE
EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL
NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT OR ANY AMENDMENTS,
SCHEDULES OR EXHIBITS THERETO.
34.
PUBLICITY.
ONCE THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES, EACH
PARTY MAY MAKE APPROPRIATE ANNOUNCEMENTS OF THE FINANCIAL ARRANGEMENT ENTERED
INTO BY AND BETWEEN THE COMPANY AND LAURUS, INCLUDING, WITHOUT LIMITATION,
ANNOUNCEMENTS WHICH ARE COMMONLY KNOWN AS TOMBSTONES, IN SUCH PUBLICATIONS AND
TO SUCH SELECTED PARTIES AS THE PARTIES SHALL IN THEIR SOLE AND ABSOLUTE
DISCRETION DEEM APPROPRIATE, PROVIDED, HOWEVER, THAT LAURUS SHALL NOT MAKE ANY
PUBLIC ANNOUNCEMENTS OR PUBLIC DISCLOSURE UNTIL THE COMPANY HAS MADE AN
ANNOUNCEMENT AND ISSUED A PRESS RELEASE NOR SHALL THE COMPANY MAKE ANY USE OF
THE LAURUS NAME WITHOUT THE EXPRESS PRIOR CONSENT OF LAURUS, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD.
35.
PUBLIC RESALE.;.
LAURUS MAY SELL, ASSIGN OR OTHERWISE TRANSFER THE
SECURITIES OBTAINED BY LAURUS IN CONNECTION WITH CONVERSIONS MADE PURSUANT TO
THE NOTE, IN A TRANSACTION OR SERIES OF TRANSACTIONS CARRIED OUT ON THE OVER THE
COUNTER BULLETIN BOARD OR ANY PRINCIPAL MARKET WHERE THE COMMON STOCK IS
PUBLICLY TRADED. IF LAURUS DESIRES TO SELL, TRANSFER OR ASSIGN COMMON STOCK IN A
NON-PUBLIC TRANSACTION, IT MAY DO SO ONLY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
36.
AFFILIATE OR THIRD PARTY SALES.
LAURUS HEREBY AGREES NOT TO SELL, ASSIGN
OR OTHERWISE TRANSFER THE SECURITIES TO ANY OF ITS AFFILIATES IN ANY TRANSACTION
OR SERIES OF TRANSACTIONS.
LAURUS FURTHER AGREES THAT IT WILL SELL SUCH
SECURITIES IN A PRINCIPAL MARKET IN ARMS-LENGTH TRANSACTIONS AND WILL NOT ENTER
INTO ANY "PREARRANGEMENTS" TO ASSIGN OR SELL THE SECURITIES WITH ANY OF ITS
AFFILIATES OR ANY POTENTIAL THIRD PARTY PURCHASERS OR TO ADVISE SUCH PARTIES
THAT LAURUS INTENDS TO SELL SECURITIES