Common use of CONCERNING THE SHARES AND THE COMMON STOCK Clause in Contracts

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Conversion Shares, when issued upon conversion of the Note, and the Warrant Shares, when issued upon exercise of the Warrant, in each such case 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the Buyer. The Company has duly reserved 40,000,000 shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes and exercise of the Warrant and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes and the Warrant, so long as the Note, the Other Notes or the Warrant are outstanding. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the Company knows of no reason that the Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Conversion Shares, when issued upon conversion of the Note, and the Warrant Shares, when issued upon exercise of the WarrantWarrants, in each such case 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the Buyer. The Company has duly reserved 40,000,000 [40,000,000] shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes and exercise of the Warrant Warrants and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes and the WarrantWarrants, so long as the Note, the Other Notes or the Warrant Warrants are outstanding. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the Company knows of no reason that the Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Conversion Shares and the Preferred Shares, if any, when issued upon conversion of the Amended Note, and the Warrant Shares, when issued upon exercise of the WarrantAmended Warrant and the Underlying Shares when issued upon conversion of the Preferred Shares, in each such case 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the Buyer. The Company has duly reserved 40,000,000 13,207,564 shares of Common Stock exclusively for issuance upon conversion of the Amended Note and the Other Amended Notes or the Preferred Shares, as the case may be, and exercise of the Amended Warrant and the Other Amended Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Amended Note, the Other Notes Amended Notes, the Certificate of Designations, and the Amended Warrant, so long as the Amended Note, the Other Amended Notes or the Amended Warrant are outstanding. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effectOTCBB. Except as described on Schedule 4(c), the The Company knows of no reason that the Shares will not be eligible for listing quotation on the AMEXOTCBB. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer Holder shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other the Amendment Transaction DocumentDocuments; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer Holder or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, the Dividend Shares, when issued as dividends on the outstanding shares of Preferred Stock, and the Conversion Common Shares, when issued upon conversion of the Note, and Preferred Shares or the Warrant Shares, when issued Dividend Shares or upon exercise of the WarrantWarrants, in each such 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person person to acquire any of the Securities issued or to be issued to the BuyerShares. The Company has duly reserved 40,000,000 1,838,700 shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes shares of Preferred Stock and exercise of the Warrant Warrants and the warrants issuable in connection with the Other WarrantsSubscription Agreement, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock or redemption or other permitted retirement of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designations, the Other Notes and the Warrant, so as long as the NotePreferred Stock is convertible, and pursuant to the Other Notes or Warrants, as long as the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) except as set forth on SCHEDULE 3(c)-1 attached hereto, the Company has not been notified since December 31January 1, 2004 1996 by the AMEX Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Shares, when issued upon conversion of the NotePreferred Shares, and the Warrant Shares, when issued upon exercise of the WarrantWarrants, in each such case 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 Other than the rights of Alexandra Global Master Fund Ltd. and the holders of shares of Series B Preferred Stock, there are no unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued Shares or to be issued to the BuyerWarrants. The Company has duly reserved 40,000,000 sufficient shares of Common Stock exclusively for issuance upon conversion of all of the Note Preferred Shares and the Other Notes and exercise of all of the Warrant and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes Certificate of Designations and the WarrantWarrants, so long as the Note, the Other Notes Preferred Shares or the Warrant Warrants are outstanding. The Common Stock is listed for trading traded on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effectOTCBB. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible ineligible for listing quotation on the AMEXOTCBB. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the no Buyer effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on Securities, such pledge, the Buyer or and its pledgee shall make such disposition in accordance with, with or pursuant to a registration statement or an exemption under, under the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Common Shares, when issued upon conversion of the Note, and the Warrant Shares, when issued Preferred Shares or upon exercise of the WarrantWarrants, in each such 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person person to acquire any of the Securities issued or to be issued to the BuyerShares. The Company has duly reserved 40,000,000 a sufficient number of shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes shares of Preferred Stock and exercise of the Warrant Warrants and the warrants issuable in connection with the Other WarrantsSubscription Agreement, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock or redemption or other permitted retirement of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designations, the Other Notes and the Warrant, so as long as the NotePreferred Stock is convertible, and pursuant to the Other Notes or Warrants, as long as the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) the Company has not been notified since December 311, 2004 1998 by the AMEX Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, the Dividend Shares, when issued as dividends on the outstanding shares of Preferred Stock, and the Conversion Common Shares, when issued upon conversion of the NoteNotes, and the Warrant Interest Notes, the Preferred Shares, when issued or the Dividend Shares or upon exercise of the WarrantWarrants, in each such 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person person to acquire any of the Securities issued or to be issued to the BuyerSecurities. The Company has duly reserved 40,000,000 13,043,468 shares of Common Stock exclusively for issuance upon conversion of the Note Note, the Interest Notes, the Other Notes, and the Other Notes shares of Preferred Stock and exercise of the Warrant Warrants, the warrants issuable pursuant to the Other Agreements and the Other Warrants, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of the Note, the Interest Notes, the Other Notes, and shares of Preferred Stock, redemption or other permitted retirement of the Note, the Interest Notes, the Other Notes, and shares of Preferred Stock and exercise of the Warrants, the warrants issuable pursuant to the Other Agreements and the Other Warrants), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Interest Notes, the Other Notes and the WarrantStatement of Resolution, so as long as the Note, the Interest Notes, the Other Notes or Notes, and Preferred Stock are convertible, and pursuant to the Warrant Warrants, as long as the Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq National Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) except as set forth on SCHEDULE 3(c)-1 attached hereto, the Company has not been notified since December 31January 1, 2004 1996 by the AMEX Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Common Shares, when issued upon conversion of the Note, and the Warrant Shares, when issued Preferred Shares or upon exercise of the WarrantWarrants, in each such 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person person to acquire any of the Securities issued or to be issued to the BuyerShares. The Company has duly reserved 40,000,000 3,686,000 shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes shares of Preferred Stock and exercise of the Warrant Warrants and the warrants issuable in connection with the Other WarrantsSubscription Agreement, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock or redemption or other permitted retirement of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designations, the Other Notes and the Warrant, so as long as the NotePreferred Stock is convertible, and pursuant to the Other Notes or Warrants, as long as the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) the Company has not been notified since December 311, 2004 1998 by the AMEX Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the shares of Series D Preferred, when issued in exchange for the Notes in accordance with this Agreement, the Conversion Shares, when issued upon conversion of the Noteshares of Series D Preferred, and the Warrant Shares, when issued upon exercise of the WarrantWarrants, in each such case 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the BuyerSecurities. The Company has duly reserved 40,000,000 shares (1) (a) prior to the Stockholder Approval, 6,285,000 of Common Stock exclusively for issuance upon conversion of the Note shares of Series D Preferred and (b) subsequent and subject to the Other Notes Stockholder Approval, a number of shares of Common Stock at least equal to 175% of the number of shares of Common Stock which would be issuable on the date the Stockholder Approval is obtained based on the number of shares of Series D Preferred outstanding on such date, and (2) a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon exercise of the Warrant and the Other Warrants, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Series D Preferred and upon exercise of the Warrants), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designation, as long as the Other Notes shares of Series D Preferred are convertible, and pursuant to the WarrantWarrants, so long as the Note, the Other Notes or the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), (1) Nasdaq and the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq, except for the AMEX; (2) failure or potential failure of the Company to meet the Nasdaq Tangible Asset Criterion. The Company (x) has furnished to each Holder true and correct copies of all correspondence from the NASD or the Nasdaq Stock Market received by the Company and dated on or after January 1, 1996 relating to the failure of potential failure of the Company to meet the criteria for continued listing and trading on Nasdaq and (y) has not been notified since December 31October 26, 2004 1998 (which is the latest date of any correspondence referred to in the immediately preceding clause (x)) by the AMEX NASD or the Nasdaq Stock Market of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no Nasdaq. No suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason reason, other than the failure or potential failure of the Company to meet the Nasdaq Tangible Asset Criterion, that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Upon the approval of the Company’s stockholders of an amendment to the Company’s certificate of incorporation to increase the number of shares of authorized common stock from twenty million (20,000,000) shares to 100,000,000 shares (the “Charter Amendment”), the Shares have been will be duly authorized and the Conversion Shares, when issued upon conversion of the NoteNotes, and the Warrant Shares, when issued upon exercise of the WarrantWarrants and the Additional Warrants, in each such case will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability solely by reason of being such holder. There are no unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued Shares or to be issued to the BuyerWarrants. The Upon approval of the Charter Amendment, the Company has will duly reserved 40,000,000 reserve 4,377,273 shares of Common Stock exclusively (subject to antidilution adjustment and adjustment for stock splits, combinations, and the like) for issuance upon conversion of the Note and the Other Notes and exercise of the Warrant and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes and Warrants and the WarrantAdditional Warrants, so long as the Note, Notes and Warrants and the Other Notes or the Warrant Additional Warrants are outstanding. The Company will effect the Charter Amendment on or before the SEC Filing Date. The Common Stock is listed for trading currently traded on the AMEX andNational Association of Securities Dealers Over-The-Counter Bulletin Board, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the Company knows of no reason that the Shares will not would be eligible ineligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization continued quotation on such pledge, Trading Market in the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Actreasonably foreseeable future.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, the Dividend Shares, when issued as dividends on the outstanding shares of Preferred Stock, and the Conversion Common Shares, when issued upon conversion of the Note, and Preferred Shares or the Warrant Shares, when issued Dividend Shares or upon exercise of the WarrantWarrants, in each such 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 unwaived preemptive or similar rights of any stockholder shareholder of the Company or any other Person person to acquire any of the Securities issued or to be issued to the BuyerShares. The Company has duly reserved 40,000,000 2,800,000 shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes shares of Preferred Stock and exercise of the Warrant Warrants and conversion of shares of preferred stock and exercise of warrants issued pursuant to the Other WarrantsSubscription Agreement, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock or redemption or other permitted retirement of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designation, the Other Notes and the Warrant, so as long as the NotePreferred Stock is convertible, and pursuant to the Other Notes or Warrants, as long as the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) the Company has not been notified since December 31January 1, 2004 1996 by the AMEX Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Shares, when issued upon conversion of the NotePreferred Shares, and the Warrant Shares, when issued upon exercise of the Warrant, in each such case will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability solely by reason of being such holder. There are no unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the BuyerSecurities. The Company has duly reserved 40,000,000 10,624,732 shares of Common Stock exclusively for issuance upon conversion of the Note shares of Preferred Stock and the Other Notes and 3,399,910 shares of Common Stock for issuance upon exercise of the Warrant and the common stock purchase warrants issuable pursuant to the Other WarrantsSubscription Agreements, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes Certificate of Determination and the Warrant, so long as the Note, the Other Notes Preferred Stock may be converted or the Warrant are outstandingmay be exercised, as the case may be. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c4(d), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31September 30, 2004 2001 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c4(d), the Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Shares, when issued upon conversion of the NotePreferred Shares, and the Warrant Shares, when issued upon exercise of the WarrantWarrants, in each such case 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 Other than the rights of each Buyer and of Alexandra Global Master Fund Ltd., there are no unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued Shares or to be issued to the BuyerWarrants. The Company has duly reserved 40,000,000 sufficient shares of Common Stock exclusively for issuance upon conversion of all of the Note Preferred Shares and the Other Notes and upon exercise of all of the Warrant and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes Certificate of Designations and the WarrantWarrants, so long as the Note, the Other Notes Preferred Shares or the Warrant Warrants are outstanding. The Common Stock is listed for trading traded on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effectOTCBB. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible ineligible for listing quotation on the AMEXOTCBB. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the no Buyer effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on Securities, such pledge, the Buyer or and its pledgee shall make such disposition in accordance with, with or pursuant to a registration statement or an exemption under, under the 1933 Act.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Shares, when issued upon conversion of the NotePreferred Shares, and the Dividend Shares, when issued in payment of dividends thereon, and the Warrant Shares, when issued upon exercise of the WarrantWarrants, in each such 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 Except as set forth on the Disclosure Statement, there are no unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued Shares and, prior to the BuyerClosing Date, the Company shall obtain written waivers from such Persons. The Company has duly reserved 40,000,000 1,250,000 shares of Common Stock exclusively for issuance upon conversion as the Conversion Shares and 175,000 shares of the Note and the Other Notes and exercise of Common Stock as the Warrant and the Other WarrantsShares, and such shares shall remain so reservedreserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of Preferred Shares and exercise of the Warrant), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the NoteCertificate of Designations, as long as the Other Notes Preferred Shares are convertible, and pursuant to the WarrantWarrants, so long as the Note, the Other Notes or the Warrant Warrants are outstandingexercisable. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), Nasdaq and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEXNasdaq; (2) the Company has not been notified since December 31January 1, 2004 1995 by the AMEX NASD of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX Nasdaq and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the The Company knows of no reason that the Common Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 ActNasdaq.