THINGS AS LAURUS MAY
DEEM ADVISABLE TO REDUCE THE SAME TO CASH.
LAURUS IS HEREBY AUTHORIZED TO
ADJUST AND COMPROMISE CLAIMS.
ALL LOSS RECOVERIES RECEIVED BY LAURUS UPON ANY
SUCH INSURANCE MAY BE APPLIED TO THE OBLIGATIONS, IN SUCH ORDER AS LAURUS IN ITS
SOLE DISCRETION SHALL DETERMINE OR SHALL OTHERWISE BE DELIVERED TO THE COMPANY.
ANY SURPLUS SHALL BE PAID BY LAURUS TO COMPANY OR APPLIED AS MAY BE OTHERWISE
REQUIRED BY LAW.
ANY DEFICIENCY THEREON SHALL BE PAID BY COMPANY TO LAURUS, ON
DEMAND.
10Z-12
COMPANY WILL AT ALL TIMES HAVE AUTHORIZED AND RESERVED A SUFFICIENT NUMBER OF
SHARES OF COMMON STOCK TO PROVIDE FOR THE CONVERSION OF THE NOTES AND EXERCISE
OF THE WARRANTS.
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST
OF LAURUS AND AT THE SOLE EXPENSE OF COMPANY, COMPANY SHALL PROMPTLY AND DULY
EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
SUCH FURTHER ACTION AS LAURUS MAY REQUEST (A) TO OBTAIN THE FULL BENEFITS OF
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, (B) TO PROTECT, PRESERVE AND
MAINTAIN LAURUS' RIGHTS IN THE COLLATERAL AND UNDER THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT, OR (C) TO ENABLE LAURUS TO EXERCISE ALL OR ANY OF THE
RIGHTS AND POWERS HEREIN GRANTED OR ANY ANCILLARY AGREEMENT.
POWER OF ATTORNEY.
COMPANY HEREBY APPOINTS LAURUS, OR ANY OTHER PERSON WHOM
LAURUS MAY DESIGNATE AS COMPANY'S ATTORNEY, WITH POWER TO:
(I) ENDORSE
COMPANY'S NAME ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY ORDERS, DRAFTS OR OTHER
FORMS OF PAYMENT OR SECURITY THAT MAY COME INTO LAURUS' POSSESSION; (II) SIGN
COMPANY'S NAME ON ANY INVOICE OR BILL OF LADING RELATING TO ANY ACCOUNTS, DRAFTS
AGAINST ACCOUNT DEBTORS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS, NOTICES OF
ASSIGNMENT, FINANCING STATEMENTS AND OTHER PUBLIC RECORDS, VERIFICATIONS OF
ACCOUNT AND NOTICES TO OR FROM ACCOUNT DEBTORS; (III) VERIFY THE VALIDITY,
AMOUNT OR ANY OTHER MATTER RELATING TO ANY ACCOUNT BY MAIL, TELEPHONE, TELEGRAPH
OR OTHERWISE WITH ACCOUNT DEBTORS; (IV) DO ALL THINGS NECESSARY TO CARRY OUT
THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ALL RELATED DOCUMENTS; AND (V) ON OR
AFTER THE OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT, NOTIFY THE POST
OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF COMPANY'S MAIL TO AN
ADDRESS DESIGNATED BY LAURUS, AND TO RECEIVE, OPEN AND DISPOSE OF ALL MAIL
ADDRESSED TO COMPANY.
COMPANY HEREBY RATIFIES AND APPROVES ALL ACTS OF THE
ATTORNEY.
NEITHER LAURUS, NOR THE ATTORNEY WILL BE LIABLE FOR ANY ACTS OR
OMISSIONS OR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW, EXCEPT FOR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS POWER, BEING COUPLED WITH AN
INTEREST, IS IRREVOCABLE SO LONG AS LAURUS HAS A SECURITY INTEREST AND UNTIL THE
OBLIGATIONS HAVE BEEN FULLY SATISFIED.
TERM OF AGREEMENT.
LAURUS' AGREEMENT TO MAKE LOANS AND EXTEND FINANCIAL
ACCOMMODATIONS UNDER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE EXPIRATION
OF THE INITIAL TERM.