Common use of Eligibility for Form S-3 Clause in Contracts

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Purchasers and any other Investor Purchaser of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that, ------------------------ as of the date hereof, it may not meet, and covenants that it meets shall use its best efforts to meet the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors Purchaser and any other Investor Purchaser of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility or to become eligible for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. If Form S-3 is not available for sale by the Investors of the Registrable Securities, the Company shall register the sale on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, the Company shall register the sale on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets all of the requirements for the use of Form S-3 for registration the Registration of the sale by the Initial Investors Purchaser and any other Investor of transferee who purchases the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC Commission in a timely manner so manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of a primary issuance of Common Stock by the Company and for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it on the date hereof the Company meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Purchaser of all Shares being purchased by the Registrable Securities Purchaser hereunder and the Company shall file has filed all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such obtain eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets all the requirements for the use of Form S-3 for registration of the sale resale by the Initial Investors Investor and any other Investor of who purchases the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Holder and any other Investor Holder of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities by the Investors, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Holders Transfer Restricted Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3S-3 during the Effectiveness Period.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors RGC and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner manner, and take any and all such other actions as may be reasonably necessary or appropriate so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets currently complies with the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall use its best efforts to file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S-3 until the expiration of the Registration Period.

Eligibility for Form S-3. The Company represents and warrants that it currently meets the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors Purchaser and any other Investor of that the Registrable Securities Company shall use its best efforts to continue to meet such requirements, and that such re-sales may currently be effected pursuant to Form S-3; the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S-3 and shall use its best efforts in all other respects to maintain such eligibility.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it currently meets all of the requirements for the use of Form S-3 for the registration of the sale by the Initial Investors Stockholders and any other Investor of transferee who purchases the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC Commission in a timely manner so manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Registerable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as necessary to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities on June 30, 1999, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such its eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Buyer of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for registration of the Registrable Securities, the Company shall register the securities on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors and any other Investor Purchaser of the Registrable Securities Securities. The Company covenants and agrees that throughout the Registration Period (as herein defined), the Company shall continue to be eligible to use Form S-3 for registration of such re-sale and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form Forms S-3 for registration of the sale Registrable Securities for resale by the Initial Investors and any other Investor of the Registrable Securities and the Investors. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets does meet, and covenants that it shall use its reasonable best efforts to continue to meet the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors and any other Investor Purchasers of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that ------------------------ it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date of this agreement, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Seller and any other Investor transferee or assignee of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 S- 3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. If Form S-3 is not available for sale by the Investors of the Registrable Securities, upon request of the Investors the Company shall register the sale on another appropriate form. The Company shall have a reasonable period of time to complete such registration.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets as of the date hereof the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Xxxxxxx of the Registrable Securities and the Company shall use its best efforts to file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Purchaser of the Registrable Securities on June 14, 2000 and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S-3 following June 14, 2000.

Eligibility for Form S-3. The Company represents and warrants that as of the date hereof it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyers and any other Investor of the Registrable Securities and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that ------------------------ it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. If Form S-3 is not available for sale by the Investors of the Registrable Securities, upon request of the Investors the Company shall register the sale on another appropriate form. The Company shall have a reasonable period of time to complete such registration.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets and will meet the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.the

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S- 3.

Eligibility for Form S-3. The Company represents and warrants that that, to its knowledge, except as set forth in Schedule 3(a)(xiii) to the Securities Purchase Agreement, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, as of the date hereof, it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the current requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner as is required so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale resale by the Initial Investors and any other Investor of the Registrable Securities Securities, and the Company shall use all best efforts to file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyers and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, the Company shall register the sale on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that that, to the best of its knowledge, it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Buyer of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for registration of the Registrable Securities, the Company shall register the securities on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Buyer of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for registration of the Registrable Securities, the Company shall register the securities on another appropriate form. PAGE 6 3.

Eligibility for Form S-3. The Company represents and warrants that it meets as of the date hereof the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall use its best efforts to file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such current eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities Selling Shareholders and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale resale by the Initial Investors and any other Investor Holder of the Registrable Securities Shares. The Company covenants and agrees that for so long as Registrable Shares remain outstanding, the Company shall continue to be eligible to use Form S-3 for registration of such resale and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements requirement for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for the sale by the Investors of the Registrable Securities, the Company shall register the sale on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S- 3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. If Form S-3 is not available for sale by the Investors of the Registrable Securities, upon request of the Investors the Company shall register the sale on another appropriate form. The Company shall have a reasonable period of time to complete such registration.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale resale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it as of the date hereof, the Company meets the requirements conditions for the use of Form S-3 for the registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility offered for the use account of Form S-3the Investors.

Eligibility for Form S-3. The Company represents and warrants that it on the date hereof the Company meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Purchasers of the Registrable Securities and the Company shall file has filed all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such obtain eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors Purchasers and any other Investor Purchaser of the Registrable Securities and the Securities. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other actions which may be required so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and ------------------------ warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. If Form S-3 is not available for sale by the Investors of the Registrable Securities, upon request of the Investors the Company shall register the sale on another appropriate form. The Company shall have a reasonable period of time to complete such registration.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the offer and sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that ------------------------ it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall use its best efforts to file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S-3 so long as any Investor holds Registrable Securities.

Eligibility for Form S-3. The Company company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of who purchases the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities Securities. The Company hereby covenants and the Company shall agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility remain eligible for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities no later than October 4, 2000 and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants agrees that when it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of it shall register the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of on Form S-3.S-3 (or file

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Buyer of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale resale by the Initial Investors and any other Investor of the Registrable Securities and the Purchaser. The Company shall agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to remain eligible, and thereafter to maintain such eligibility its eligibility, for the use of Form S-3.;

Eligibility for Form S-3. The Company represents and warrants that it as of the date hereof, the Company meets the requirements conditions for the use of Form S-3 for the registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility offered for the use account of Form S-3the Investor.

Eligibility for Form S-3. The Company represents and warrants that it meets the current requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Purchaser of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants ------------------------ that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that currently it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Securities. The Company agrees that it shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3S-3 to the extent that such eligibility is based upon such timely filing.

Eligibility for Form S-3. The Company represents and warrants that it meets the current requirements for the use of Form S-3 for registration of the sale by the Initial Investors Purchasers and any other Investor Purchaser of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the re-sale by the Initial Investors Purchaser and any other Investor Purchaser of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors Investor and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. 3.

Eligibility for Form S-3. The Company represents and warrants that it ------------------------ meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for registration of the Registrable Securities, the Company shall register the securities on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to the extent required to maintain such eligibility for the use of Form S-3.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on the date hereof it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.all

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors Buyer and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, the Company shall register the sale on another appropriate form.

Eligibility for Form S-3. The Company represents and warrants that it meets the current requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner as is required so as to maintain such eligibility for the use of Form S-3.. 6

Eligibility for Form S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities Securities, and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3.