Common use of Concerning the Securities Clause in Contracts

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event event, or such greater period of time if statutorily required or reasonabilly necessary as regards standard brokerage house and/or SEC requirements and/or procedures, for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 1,500,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Upon an increase in the number of authorized shares of Common Stock of the Company to 50,000,000, the Company shall reserve a total of at least 5,000,000 shares to cover conversion of all the Debentures issued in this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).this

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' ? rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "?Reserved Shares"?). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's shareholder?s meeting within 60 days of such event event, or such greater period of time if statutorily required or reasonabilly necessary as regards standard brokerage house and/or SEC requirements and/or procedures, for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's Purchaser?s right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"" ). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event event, or such greater period of time if statutorily required or reasonabilly necessary as regards standard brokerage house and/or SEC requirements and/or procedures, for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 7,500,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures and Warrants have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 1,000,000 shares of Common Stock issuable upon conversion of all the Debentures and Warrants issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained issuance and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures and exercise of all the Warrants issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures and Warrants outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the sole purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event event, the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures and Warrants as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The This Agreement, the Registration Rights Agreement and the issuance, sale and delivery of the Debentures Shares have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable as binding agreements of the Company in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% A minimum of the number of 2,000,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained issuance and, upon issuance shall be duly and validly issued, fully paid, and non-assessable nonassessable (the "Reserved Shares"). From time The Company agrees that it will comply with all terms of the Registration Rights Agreement attached hereto as Exhibit A. Prior to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion registration of all the Debentures issued pursuant to this offering. Prior to conversion of all the DebenturesShares, if at anytime the conversion registration of all the Debentures Shares outstanding would result results in an insufficient number of authorized shares of Common Stock Reserved Shares being available to cover all the conversionsShares sold in this Offering, then in such event, the Company will move to call and hold a shareholder's meeting within 60 45 days of such event for the purpose of authorizing additional shares of Common Stock Shares to facilitate the conversionsregistration. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's Purchasers right to convert sell the Debentures Shares as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation obligations of the Company to make the payments set forth in Section paragraph 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures Shares have been duly authorized by all required corporate action on the part of SellerCompany, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200100% of the number of shares of Common Stock issuable upon conversion of all the Shares, the Debentures issued pursuant to this Offering Subscriber and the Series B Shares, based upon the current price of the Company's Common Stock, have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained issuance and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the The Company shall keep such use its best efforts to file within twenty (20) days additional Registration Statements and/or amendments thereto whenever the number of registered shares of Common Stock reserved so as to allow for common stock only covers 50% of the total number of shares of common stock that would be issuable upon conversion of all the then remaining balances of the Shares, the Debentures issued pursuant to this offeringthe Subscriber, and the Series B Shares. Prior to conversion of all the DebenturesShares, if at anytime the conversion of all the Debentures Shares outstanding would result results in an insufficient number of authorized shares of Common Stock Reserved Shares being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 45 days of such event for the sole purpose of authorizing additional shares of Common Stock Shares to facilitate the conversions. In such an event the Company shall shall: (1) recommend its current or future officers, directors and other control people to vote their shares in favor of increasing the authorized number of shares of Common Stock and (2) recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller Company represents and warrants that under no circumstances will it deny or prevent PurchaserSubscriber's right to convert the Debentures Shares as permitted under the terms of this the Subscription Agreement or the this Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures Series D Shares have been duly authorized by all required corporate action on the part of SellerCompany, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 5,500,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering Series D Shares have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained issuance and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Series D Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the DebenturesSeries D Shares, if at anytime the conversion of all the Debentures Series D Shares outstanding would result results in an insufficient number of authorized shares of Common Stock Reserved Series D Shares being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 45 days of such event for the sole purpose of authorizing additional shares of Common Stock Series D Shares to facilitate the conversions. In such an event the Company shall shall: (1) recommend its current or future officers, directors and other control people to vote their shares in favor of increasing the authorized number of shares of Common Stock and (2) recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller Company represents and warrants that under no circumstances will it deny or prevent PurchaserHolder's right to convert the Debentures Series D Shares as permitted under the terms of this the Subscription Agreement Agreement, or the Registration Rights Agreement. Nothing in this Section shall limit Agreement entered into between the obligation Company and the Holders of the Company to make the payments set forth in Section 4(h)Series D Shares.

Concerning the Securities. The issuance, sale and delivery of the Debentures and Warrants have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 1,000,000 shares of Common Stock issuable upon conversion of all the Debentures and exercise of all the Warrants issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained issuance and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures and exercise of all the Warrants issued pursuant to this offering. Prior to conversion of all the DebenturesDebentures and exercise of all the Warrants, if at anytime the conversion of all the Debentures and exercise of all the Warrants outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the sole purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures and exercise all the Warrants as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering on the date of the consummation of the Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, and upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h). Notwithstanding the foregoing, the Company will not issue shares constituting, together with all other shares issued upon conversion of the Debentures issued in the Offering, in excess of 19.99% of the outstanding Common Stock, unless such issuance is approved by the shareholders of the Company.

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 4,000,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 4,000,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent PurchaserXxxxxxxxx's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of 1,500,000 shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common StockStock . Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).