AFFECTING, GENERALLY, THE ENFORCEMENT OF CREDITORS' RIGHTS AND REMEDIES OR BY
OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(C)
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT (I) RESULT IN A VIOLATION OF THE ARTICLES OF
INCORPORATION OR BYLAWS OF THE COMPANY OR (II) CONFLICT WITH, OR CONSTITUTE A
DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A
DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION OF, ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY, OR RESULT IN A VIOLATION OF
ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING FEDERAL AND
STATE SECURITIES LAWS AND REGULATIONS) APPLICABLE TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS BOUND OR AFFECTED (EXCEPT FOR SUCH CONFLICTS, DEFAULTS,
TERMINATIONS, AMENDMENTS, ACCELERATIONS, CANCELLATIONS AND VIOLATIONS AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT).
(D)
CONSENTS. EXCEPT FOR THE FILING OF A FORM D WITH THE SECURITIES
AND EXCHANGE COMMISSION, THE COMPANY IS NOT REQUIRED TO OBTAIN ANY CONSENT,
AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR
GOVERNMENTAL AGENCY IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(E)
SEC REPORTS. THE COMPANY HAS FILED ALL PROXY STATEMENTS, REPORTS
AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES EXCHANGE ACT
OF 1934 AS AMENDED (THE "EXCHANGE ACT"). THE COMPANY HAS FURNISHED PURCHASER
WITH COPIES OF (I) ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2005, (THE "SEC REPORT"). THE SEC REPORT WAS IN SUBSTANTIAL
COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM AND NEITHER THE SEC
REPORT, NOR THE FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED IN THE SEC
REPORT, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
(F)
ABSENCE OF CERTAIN CHANGES. SINCE DECEMBER 31, 2005, THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, PROPERTIES, OPERATION,
FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROSPECTS OF THE COMPANY.
(G)
ABSENCE OF LITIGATION. EXCEPT AS SET FORTH ON SCHEDULE 3(G), THERE
IS NO ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION BEFORE OR BY ANY COURT,
PUBLIC BOARD OR BODY PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED
AGAINST OR AFFECTING THE COMPANY, WHEREIN AN UNFAVORABLE DECISION, RULING OR
FINDING WOULD HAVE A MATERIAL ADVERSE EFFECT OR WHICH WOULD ADVERSELY AFFECT THE
VALIDITY OR ENFORCEABILITY OF, OR THE AUTHORITY OR ABILITY OF THE COMPANY TO
PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT OR ANY OF THE DOCUMENTS
CONTEMPLATED HEREIN.
4
(H)
TITLE TO ASSETS