SERVICES AS EMPLOYEES, OFFICERS AND
DIRECTORS) EXCEEDING $60,000, INCLUDING ANY CONTRACT, AGREEMENT OR OTHER
ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES TO OR BY, PROVIDING FOR
RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS
TO OR FROM ANY OFFICER, DIRECTOR OR SUCH EMPLOYEE OR, TO THE KNOWLEDGE OF THE
COMPANY, ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE HAS A
SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR PARTNER.
4.19
INSURANCE.
THE COMPANY AND ITS SUBSIDIARIES HAVE
INSURANCE POLICIES IN FULL FORCE AND EFFECT OF A TYPE, COVERING SUCH RISKS AND
IN SUCH AMOUNTS, AND HAVING SUCH DEDUCTIBLES AND EXCLUSIONS AS ARE CUSTOMARY FOR
CONDUCTING BUSINESSES AND OWNING ASSETS SIMILAR IN NATURE AND SCOPE TO THOSE OF
THE COMPANY AND ITS SUBSIDIARIES.
THE AMOUNTS OF ALL SUCH INSURANCE POLICIES
AND THE RISKS COVERED THEREBY ARE IN ACCORDANCE IN ALL MATERIAL RESPECTS WITH
ALL MATERIAL CONTRACTS AND AGREEMENTS TO WHICH THE COMPANY AND/OR ITS
SUBSIDIARIES IS A PARTY AND WITH ALL APPLICABLE LEGAL REQUIREMENTS.
WITH
RESPECT TO EACH SUCH INSURANCE POLICY:
(I) THE POLICY IS VALID, OUTSTANDING AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS IN EFFECT THAT LIMIT CREDITORS' RIGHTS GENERALLY, EQUITABLE
LIMITATIONS ON THE AVAILABILITY OF SPECIFIC REMEDIES AND PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN LAW OR
IN EQUITY); (II) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN BREACH OR
DEFAULT WITH RESPECT TO ITS OBLIGATIONS THEREUNDER IN ANY MATERIAL RESPECT; AND
(III) NO PARTY TO THE POLICY HAS REPUDIATED, OR GIVEN NOTICE OF AN INTENT TO
REPUDIATE, ANY PROVISION THEREOF.
4.20
APPROVED ACQUISITIONS OF SHARES; NO ANTI-TAKEOVER
PROVISIONS.
EXCEPT AS OTHERWISE SET FORTH IN SCHEDULE 4.2, AND SUBJECT TO AND
CONTINGENT ON THE BUYER'S COVENANT IN SECTION 5.7 THE COMPANY HAS TAKEN ALL
NECESSARY ACTION, IF ANY, REQUIRED UNDER THE LAWS OF THE STATE OF NEVADA OR
OTHERWISE TO ALLOW THE BUYER TO ACQUIRE THE SHARES PURSUANT TO THIS AGREEMENT.
THE COMPANY HAS NO CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL
(INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR
ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S ARTICLES OF INCORPORATION OR BYLAWS,
EACH AS AMENDED (OR SIMILAR CHARTER DOCUMENTS), THAT IS OR COULD BECOME
APPLICABLE TO THE BUYERS AS A RESULT OF THE BUYERS AND THE COMPANY FULFILLING
THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION THE COMPANY'S ISSUANCE OF THE SHARES AND THE BUYERS'
OWNERSHIP OF THE SHARES.
IN ADDITION, THE COMPANY HAS OPTED OUT OF THE
PROVISIONS OF THE NEVADA REVISED STATUTES ("NRS") PERTAINING TO THE ACQUISITION
OF A CONTROLLING INTEREST (NRS 78.378 THROUGH 78.3793).
AS OF THE DATE HEREOF,
THE COMPANY HAD LESS THAN 200 "STOCKHOLDERS OF RECORD" AND IS NOT CONSIDERED A
"RESIDENT DOMESTIC CORPORATION" FOR PURPOSES OF §78.411 THROUGH §78.444 OF THE
NRS.
4.21
ERISA.
BASED UPON THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974,