FORM
10-K FOR THE YEAR ENDED SEPTEMBER 30, 2006 OR (B) HAS CONSENTED TO BE IDENTIFIED
AS A DIRECTOR OF THE COMPANY IN A REPORT FILED UNDER THE EXCHANGE ACT AND
INCORPORATED BY REFERENCE IN THE PROSPECTUS.
SECTION 3.
COVENANTS OF THE COMPANY.
THE COMPANY COVENANTS AND AGREES WITH THE
PLACEMENT AGENT AS FOLLOWS:
(A)
THE COMPANY HAS FILED OR WILL FILE EACH STATUTORY PROSPECTUS (INCLUDING THE
PROSPECTUS) PURSUANT TO AND IN ACCORDANCE WITH RULE 424(B)(2) (OR, IF APPLICABLE
AND CONSENTED TO BY THE PLACEMENT AGENT, SUBPARAGRAPH (5)) NOT LATER THAN THE
SECOND BUSINESS DAY FOLLOWING THE EARLIER OF THE DATE IT IS FIRST USED OR THE
DATE OF THE SUBSCRIPTION AGREEMENTS.
THE COMPANY HAS COMPLIED AND WILL COMPLY
WITH RULE 433.
(B)
THE COMPANY WILL ADVISE THE PLACEMENT AGENT PROMPTLY OF ANY PROPOSAL TO
AMEND OR SUPPLEMENT EITHER REGISTRATION STATEMENT OR ANY STATUTORY PROSPECTUS
PRIOR TO THE CLOSING DATE (INCLUDING BY INCORPORATION BY REFERENCE OF ANY REPORT
FILED UNDER THE EXCHANGE ACT) AND WILL AFFORD THE PLACEMENT AGENT A REASONABLE
OPPORTUNITY TO COMMENT ON ANY SUCH PROPOSED AMENDMENT OR SUPPLEMENT; AND THE
COMPANY WILL ALSO ADVISE THE PLACEMENT AGENT PROMPTLY OF THE FILING OF ANY SUCH
AMENDMENT OR SUPPLEMENT AND OF THE INSTITUTION BY THE COMMISSION OF ANY STOP
ORDER PROCEEDINGS IN RESPECT OF EITHER REGISTRATION STATEMENT OR OF ANY PART
THEREOF AND WILL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY SUCH STOP
ORDER AND TO OBTAIN AS SOON AS POSSIBLE ITS LIFTING, IF ISSUED.
10
(C)
IF, AT ANY TIME WHEN A PROSPECTUS RELATING TO THE SECURITIES IS REQUIRED TO
BE DELIVERED BY THE PLACEMENT AGENT OR DEALER IN CONNECTION WITH THE OFFERING,
ANY EVENT OCCURS AS A RESULT OF WHICH THE PROSPECTUS AS THEN AMENDED OR
SUPPLEMENTED WOULD INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, OR IF IT IS
NECESSARY AT ANY TIME TO AMEND THE PROSPECTUS TO COMPLY WITH THE SECURITIES ACT,
THE COMPANY PROMPTLY WILL NOTIFY THE PLACEMENT AGENT OF SUCH EVENT AND WILL
PROMPTLY PREPARE AND FILE WITH THE COMMISSION, AT ITS OWN EXPENSE, AN AMENDMENT
OR SUPPLEMENT WHICH WILL CORRECT SUCH STATEMENT OR OMISSION OR AN AMENDMENT
WHICH WILL EFFECT SUCH COMPLIANCE.
NEITHER THE PLACEMENT AGENT'S CONSENT TO,
NOR THE PLACEMENT AGENT'S DELIVERY OF, ANY SUCH AMENDMENT OR SUPPLEMENT SHALL
CONSTITUTE A WAIVER OF ANY OF THE CONDITIONS SET FORTH IN SECTION 5 HEREOF.
(D)
AS SOON AS PRACTICABLE, BUT NOT LATER THAN 16 MONTHS, AFTER THE DATE OF
EACH SUBSCRIPTION AGREEMENT, THE COMPANY WILL MAKE GENERALLY AVAILABLE TO ITS
SECURITYHOLDERS AN EARNING STATEMENT COVERING A PERIOD OF AT LEAST 12 MONTHS
BEGINNING AFTER THE DATE OF SUCH SUBSCRIPTION AGREEMENT AND SATISFYING THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT.
(E)
THE COMPANY WILL FURNISH TO THE PLACEMENT AGENT COPIES OF EACH
REGISTRATION STATEMENT, INCLUDING ALL EXHIBITS, ANY RELATED PRELIMINARY
PROSPECTUS,