BUYER AN ACKNOWLEDGEMENT, TO THE SATISFACTION OF THE BUYER, FROM THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AS TO ITS ABILITY TO PROVIDE ALL
CONSENTS REQUIRED IN ORDER TO FILE A REGISTRATION STATEMENT IN CONNECTION WITH
THIS TRANSACTION.
IN THIS CONNECTION, THE BUYER UNDERSTANDS THAT THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS HAVE ADVISED THE COMPANY THAT, BEFORE
THEY WILL ISSUE ANY REPORT ON THE COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR
ENDED APRIL 30, 2008, SUCH ACCOUNTANTS REQUIRE A CONFERENCE WITH THE SEC
REGARDING THE EFFECT OF THE COMPANY'S INABILITY TO IMPLEMENT A FRAMEWORK
NECESSARY TO MAKE THE MANAGEMENT'S ASSESSMENT OF THE COMPANY'S INTERNAL CONTROL
OF FINANCIAL REPORTING REQUIRED BY §404 OF THE SARBANES-OXLEY ACT OF 2002 (AND
THE MATERIAL WEAKNESSES THAT THE COMPANY MAY HAVE TO REPORT IN ITS DISCLOSURE
CONTROLS AND INTERNAL CONTROL OF FINANCIAL REPORTING), AND IF SUCH ACCOUNTANTS
DO NOT OBTAIN A SATISFACTORY RESPONSE FROM THE SEC, SUCH ACCOUNTANTS MAY NOT
ISSUE A REPORT ON THE COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR ENDED
APRIL 30, 2008 OR REVIEW FINANCIAL STATEMENTS FOR ANY SUBSEQUENT PERIOD.
IN
SUCH CASE, THE COMPANY MAY NOT BE ABLE TO FILE ANY REGISTRATION STATEMENT.
(X)
THE COMPANY SHALL HAVE CREATED THE SHARE RESERVE.
(XI)
THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, IN FORM AND
SUBSTANCE SATISFACTORY TO THE BUYER, SHALL HAVE BEEN DELIVERED TO AND
ACKNOWLEDGED IN WRITING BY THE COMPANY'S TRANSFER AGENT.
(B)
THE OBLIGATION OF THE BUYER(S) HEREUNDER TO ACCEPT THE NOTES AT
THE SECOND CLOSING IS SUBJECT TO THE SATISFACTION, AT OR BEFORE THE SECOND
CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS, PROVIDED THAT THESE
CONDITIONS ARE FOR THE BUYER'S SOLE BENEFIT AND MAY BE WAIVED BY THE BUYER AT
ANY TIME IN ITS SOLE DISCRETION:
(I)
THE COMMON STOCK SHALL BE AUTHORIZED FOR QUOTATION OR TRADING ON
THE PRIMARY MARKET, TRADING IN THE COMMON STOCK SHALL NOT HAVE BEEN SUSPENDED
FOR ANY REASON.
(II)
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT THAT ANY OF SUCH
REPRESENTATIONS AND WARRANTIES IS ALREADY QUALIFIED AS TO MATERIALITY IN
SECTION 3 ABOVE, IN WHICH CASE, SUCH REPRESENTATIONS AND WARRANTIES SHALL BE
TRUE AND CORRECT WITHOUT FURTHER QUALIFICATION) AS OF THE DATE WHEN MADE AND AS
OF THE SECOND CLOSING DATE AS THOUGH MADE AT THAT TIME (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE) AND THE COMPANY
SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED,
SATISFIED OR COMPLIED WITH BY THE COMPANY AT OR PRIOR TO THE SECOND CLOSING
DATE.
(III)
THE COMPANY SHALL HAVE EXECUTED AND DELIVERED TO THE BUYERS THE
NOTES IN THE RESPECTIVE AMOUNTS SET FORTH OPPOSITE EACH BUYERS NAME ON SCHEDULE
I ATTACHED HERETO.
(IV)
THE COMPANY WILL HAVE CHANGED ITS TRANSFER AGENT TO WORLDWIDE
STOCK TRANSFER AND NOTIFIED THE BUYER(S) OF SUCH CHANGE.
(V)
THE COMPANY SHALL HAVE CERTIFIED, IN A CERTIFICATE EXECUTED BY TWO
OFFICERS OF