AND THE COMMISSION
DOCUMENTS AND HAS CONSENTED, AND HEREBY CONSENTS, TO THE USE OF SUCH COPIES FOR
THE PURPOSES PERMITTED BY THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS, AND
HEREBY AUTHORIZES THE PLACEMENT AGENT TO USE THE EXECUTIVE SUMMARY AND THE
COMMISSION DOCUMENTS IN CONNECTION WITH THE SALE OF THE UNITS UNTIL THE
TERMINATION DATE, AND NO PERSON OTHER THAN THE PLACEMENT AGENT IS OR WILL BE
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THE EXECUTIVE SUMMARY OR THE COMMISSION DOCUMENTS OR TO USE ANY
INFORMATION OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE EXECUTIVE
SUMMARY OR THE COMMISSION DOCUMENTS IN CONNECTION WITH THE SALE OF THE UNITS.
(C)
THE COMPANY WILL COOPERATE WITH THE PLACEMENT AGENT BY MAKING
AVAILABLE TO ITS REPRESENTATIVES SUCH INFORMATION AS MAY BE REQUESTED IN MAKING
A REASONABLE INVESTIGATION OF THE COMPANY AND ITS AFFAIRS AND SHALL PROVIDE
ACCESS TO SUCH EMPLOYEES AS SHALL BE REASONABLY REQUESTED.
(D)
AT THE CLOSING (AS DEFINED BELOW), THE COMPANY SHALL PAY TO THE
PLACEMENT AGENT A PLACEMENT FEE (THE "PLACEMENT AGENT'S FEE") EQUAL TO SEVEN
PERCENT (7%) OF THE OFFERING PRICE OF ALL THE UNITS SOLD IN SUCH CLOSING (AS
DEFINED BELOW) AND FOR WHICH FUNDS ARE DISBURSED TO THE COMPANY.
THE PLACEMENT
AGENT'S FEE SHALL BE PAID IN UNITS BASED UPON THE PRICE PER UNIT OF COMMON STOCK
OF $2.59.
(E)
IN ADDITION TO THE PLACEMENT AGENT'S FEE AND REGARDLESS OF WHETHER
THE OFFERING IS CONSUMMATED, THE COMPANY SHALL PROMPTLY, UPON REQUEST THEREFOR,
REIMBURSE THE PLACEMENT AGENT FOR ALL REASONABLE, DOCUMENTED AND ACTUAL EXPENSES
(INCLUDING WITHOUT LIMITATION FEES AND DISBURSEMENTS OF COUNSEL AND ALL TRAVEL,
LODGING, MEAL AND OTHER OUT-OF-POCKET EXPENSES) INCURRED BY THE PLACEMENT AGENT
IN CONNECTION WITH THE OFFERING UP TO A MAXIMUM OF $50,000.
(F)
AT OR BEFORE THE CLOSING, THE COMPANY SHALL ISSUE TO THE
PLACEMENT AGENT A WARRANT (THE "PLACEMENT AGENT'S WARRANT") TO PURCHASE 200,000
SHARES OF COMMON STOCK AND
10
such Warrant shall contain the terms and conditions, and be in substantially the
form, attached as Exhibit B hereto.
5.
SUBSCRIPTION AND CLOSING PROCEDURES.
(A)
EACH PROSPECTIVE
PURCHASER WILL BE REQUIRED TO COMPLETE AND EXECUTE THE SECURITIES PURCHASE
AGREEMENT AND A CONFIDENTIAL PURCHASER QUESTIONNAIRE, WHICH WILL BE FORWARDED OR
DELIVERED TO THE PLACEMENT AGENT AT THE PLACEMENT AGENT'S OFFICES AT THE ADDRESS
SET FORTH IN SECTION 12 HEREOF, TOGETHER WITH THE SUBSCRIBER'S CHECK OR WIRE
TRANSFER OF IMMEDIATELY AVAILABLE UNITED STATES FUNDS IN THE FULL AMOUNT OF THE
PURCHASE PRICE FOR THE NUMBER OF UNITS DESIRED TO BE PURCHASED.
(B)
THE CLOSING (THE "CLOSING") OF THE PURCHASE AND SALE OF THE UNITS
(THE "OFFERING") WILL TAKE PLACE AT THE OFFICES OF PIPER RUDNICK LLP, 1251
AVENUE OF THE AMERICAS, NEW YORK, NEW YORK
10020, AT OR BEFORE 11:59 P.M.,
LOCAL TIME, ON SEPTEMBER 30, 2003.
THE CLOSING MAY TAKE PLACE AT ANOTHER TIME,
PLACE OR EARLIER DATE AS IS MUTUALLY AGREED UPON BY THE COMPANY AND THE
PURCHASERS IN THE OFFERING.
THE DATE