Common use of Concerning the Securities Clause in Contracts

Concerning the Securities. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment of dividends thereon, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder of the Company or any other person to acquire any of the Shares. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25, 1995, by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.

Concerning the Securities. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment of dividends thereon, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder security holder of the Company or any other person to acquire any of the Shares. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and and, except as set forth in Section 3(c) of the Disclosure Letter, (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25, 1995, by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(cand (5) the Company has submitted an application for listing of the Disclosure LetterCommon Stock on the Nasdaq National Market ("NNM").

Concerning the Securities. The Shares Securities have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment of dividends thereonthereon or upon exercise of the Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable assessable, and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder security holder of the Company or any other person to acquire any of the Shares. The Common Stock is listed for trading on the Nasdaq SmallCap National Market ("Nasdaq") and and, except as set forth in Section 4(c) of the Disclosure Letter, (1i) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2ii) the Company has not been notified since September 25, 1995, by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (3iii) no suspension of trading in the Common Stock is in effect; and (4iv) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.

Concerning the Securities. The Shares Securities have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment eercise of dividends thereonthe Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights right,s of any stockholder of the Company or any other person Company, as such, to acquire any of the SharesSecurities. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25January 1, 19951994 by the National Association of Securities Dealers, by Nasdaq Inc. of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; Nasdaq and (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.

Concerning the Securities. The Shares Securities have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment exercise of dividends thereonthe Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder of the Company or any other person Company, as such, to acquire any of the SharesSecurities. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25January 1, 19951994 by the National Association of Securities Dealers, by Nasdaq Inc. of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; Nasdaq and (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.

Concerning the Securities. The Shares Securities have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment of dividends thereonthereon or upon exercise of the Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder security holder of the Company or any other person to acquire any of the Shares. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and and, except as set forth in Section 3(c) of the Disclosure Letter, (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25, 1995, by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.;