BOUND OR BY WHICH ANY OF
THEIR RESPECTIVE PROPERTIES OR ASSETS ARE BOUND, OR (IV) RESULT IN A VIOLATION
OF ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, 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, IN
ALL CASES OTHER THAN VIOLATIONS PURSUANT TO CLAUSES (I) OR (IV) (WITH RESPECT TO
FEDERAL AND STATE SECURITIES LAWS) ABOVE, FOR SUCH CONFLICTS, DEFAULTS,
TERMINATIONS, AMENDMENTS, ACCELERATION, CANCELLATIONS AND VIOLATIONS AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES IS NOT BEING CONDUCTED IN VIOLATION
OF ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL ENTITY, EXCEPT FOR
POSSIBLE VIOLATIONS WHICH SINGULARLY OR IN THE AGGREGATE DO NOT AND WILL NOT
HAVE A MATERIAL ADVERSE EFFECT. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
IS REQUIRED UNDER FEDERAL, STATE, FOREIGN OR LOCAL LAW, RULE OR REGULATION 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 OR
ISSUE AND SELL THE SECURITIES IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF
(OTHER THAN ANY FILINGS WHICH MAY BE REQUIRED TO BE MADE BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE
4
COMMISSION (THE "COMMISSION") AND/OR THE AMERICAN STOCK EXCHANGE PRIOR TO OR
SUBSEQUENT TO THE CLOSING, OR STATE SECURITIES ADMINISTRATORS PRIOR TO OR
SUBSEQUENT TO THE CLOSING, OR ANY REGISTRATION STATEMENT WHICH MAY BE FILED
PURSUANT HERETO OR THERETO).
(F)
COMMISSION DOCUMENTS; FINANCIAL
STATEMENTS. THE COMMON STOCK IS REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND,
EXCEPT AS DISCLOSED ON SCHEDULE 2.1(F) HERETO, THE COMPANY HAS TIMELY FILED ALL
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED
BY IT WITH THE COMMISSION PURSUANT TO THE REPORTING REQUIREMENTS OF THE EXCHANGE
ACT, INCLUDING MATERIAL FILED PURSUANT TO SECTION 13(A) OR 15(D) OF THE EXCHANGE
ACT (ALL OF THE FOREGOING, INCLUDING FILINGS INCORPORATED BY REFERENCE THEREIN,
BEING REFERRED TO HEREIN AS THE "COMMISSION DOCUMENTS"). THE COMPANY HAS
DELIVERED OR MADE AVAILABLE (THROUGH THE SEC EDGAR WEBSITE) TO THE PURCHASERS
TRUE AND COMPLETE COPIES OF THE COMMISSION DOCUMENTS FILED WITH THE COMMISSION
SINCE DECEMBER 31, 2000.
THE COMPANY HAS NOT PROVIDED TO THE PURCHASERS ANY
MATERIAL NON-PUBLIC INFORMATION OR OTHER INFORMATION WHICH, ACCORDING TO
APPLICABLE LAW, RULE OR REGULATION, SHOULD HAVE BEEN DISCLOSED PUBLICLY BY THE
COMPANY BUT WHICH HAS NOT BEEN SO DISCLOSED, OTHER THAN WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
AT THE TIME OF ITS FILING, THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 2004 (THE "FORM 10-Q") COMPLIED IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE