Common use of Concerning the Shares Clause in Contracts

Concerning the Shares. The Shares and the Warrant Shares have been duly authorized and when issued in exchange for the Debentures at the closing in the case of the Shares and upon exercise of the Warrant in the case of the Warrant Shares, 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. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or the Warrant Shares. The Common Stock is listed for trading on the Principal Market and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the Principal Market, except as set forth on Schedule 4(b) hereto; (2) the Company has not been notified since December 31, 2001 of any failure or potential failure to meet the criteria for continued listing and trading on the Principal Market, except as set forth on Schedule 4(b) hereto, and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Shares or the Warrant Shares will not be eligible for listing on the Principal Market.