ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE REGISTRATION
RIGHTS AGREEMENT OR THE WARRANT, IN EACH CASE IN ACCORDANCE WITH THE TERMS
HEREOF OR THEREOF, OR TO ISSUE AND SELL THE SECURITIES IN ACCORDANCE WITH THE
TERMS HEREOF.
ALL CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND REGISTRATIONS
WHICH THE COMPANY IS REQUIRED TO OBTAIN PURSUANT TO THE PRECEDING SENTENCE HAVE
BEEN OBTAINED OR EFFECTED ON OR PRIOR TO THE DATE HEREOF.
THE COMPANY IS NOT IN
VIOLATION OF THE LISTING REQUIREMENTS OF NASDAQ.
3.6
SEC DOCUMENTS, FINANCIAL STATEMENTS.
SINCE JUNE 30, 2002, THE
COMPANY HAS TIMELY FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT (ALL OF THE FOREGOING FILED PRIOR TO THE DATE
HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES
THERETO AND DOCUMENTS (OTHER THAN EXHIBITS) INCORPORATED BY REFERENCE THEREIN,
BEING HEREINAFTER REFERRED TO HEREIN AS THE "SEC DOCUMENTS").
THE COMPANY HAS
DELIVERED TO INVESTOR, OR INVESTOR HAS HAD ACCESS TO, TRUE AND COMPLETE COPIES
OF THE SEC DOCUMENTS, EXCEPT FOR SUCH EXHIBITS AND INCORPORATED DOCUMENTS.
AS
OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS
WITH THE REQUIREMENTS OF THE EXCHANGE ACT OR THE SECURITIES ACT, AS THE CASE MAY
BE, AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE
TO THE SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED
WITH THE SEC, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF
THE COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF
THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY
APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED
IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE OF
UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES OR
MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE
RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN
THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
EXCEPT
AS SET FORTH IN THE FINANCIAL STATEMENTS INCLUDED IN THE SEC DOCUMENTS, THE
COMPANY HAS NO LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO JUNE 30, 2005, AND
LIABILITIES OF THE TYPE NOT REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL STATEMENTS.
SUCH
6
LIABILITIES INCURRED SUBSEQUENT TO JUNE 30, 2005, ARE NOT, IN THE AGGREGATE,
MATERIAL TO THE