THE EMPLOYEES OF THE
COMPANY, IS PRESENTLY A PARTY TO ANY TRANSACTION OR AGREEMENT WITH THE COMPANY
(OTHER THAN FOR 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, 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 BUYER AS A RESULT OF THE BUYER AND THE COMPANY FULFILLING
THEIR OBLIGATIONS OR EXERCISING
11
THEIR RIGHTS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE COMPANY'S
ISSUANCE OF THE SHARES TO THE BUYER AND THE BUYER'S 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