Conditions Precedent to the Obligation of the Investor Clause Samples

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept the Initial Draw Down Request on the Closing Date and any additional Draw Down Request Notice and to acquire and pay for the Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before, each Draw Down Request Exercise Date and the Closing Date or Subsequent Funding Date, as applicable, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion.

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Put Notice and to acquire and pay for the Put Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Put Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion.

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to exchange the Series B Shares for the New Common Shares and the Promissory Note is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion. 4.1. The representations and warranties of the Company shall be true and correct as of the date of the Closing as though made at that time. 4.2. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement 4.3. No consent or approval of, other action by, or any notice to, any governmental body or agency, domestic or foreign, or any third party shall be required in connection with the execution and delivery by the Investor of this Agreement or the consummation of the transactions contemplated hereby. 4.4. The Company shall have reimbursed the Investor for all reasonable expenses (including fees and expenses of its counsel) incurred by the Investor in connection with the negotiation of this Agreement and the closing of the Exchange.

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Put Exercise Notice and to acquire and pay for the Securities is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Put Exercise Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor in writing at any time in its sole discretion.

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Draw Down Notice and to acquire and pay for the Securities is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Draw Down Exercise Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor in writing at any time in its sole discretion.

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to exchange its Series A Shares for the Series B Shares is subject to the satisfaction, at or before the Exchange Closing, of each of the conditions set forth below. These conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion. (a) Assuming the reference changes to be made pursuant to Section 2 hereof, the representations and warranties of the Company shall be true and correct as of the date of the Exchange Closing as though made at that time. (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. (c) At or prior to the Exchange Closing, the Investor shall have received an opinion of counsel to the Company in the form attached hereto as EXHIBIT B. The opinion shall include, in substance, those opinions set forth in paragraphs #2, #5, #6 and #7 of the opinion letter presented to Investor by ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP on March 8, 2000 with respect to this Exchange Agreement and those opinions set forth in paragraphs #4 and #8 thereof with respect to the Series B Shares.

Conditions Precedent to the Obligation of the Investor. The right of the Company to deliver a Put Notice and the obligation of the Investor hereunder to acquire and pay for Common Stock incident to a Closing is subject to the satisfaction, on the date of delivery of a Put Notice, and on the applicable Closing Date (each a "Condition Satisfaction Date") of each of the following conditions, which conditions may be waived with the prior written consent of the Investor: (a) Registration of the Common Stock with the SEC. The Company shall have filed with the SEC a registration statement on Form S-1, ▇▇▇▇ ▇-▇, ▇▇rm SB-2, any successor form thereto or other appropriate form (the "Registration Statement") for the registration of the resale of the Common Stock to be acquired pursuant to this Agreement under the Securities Act. Furthermore, the Company shall have filed (i) with Standard & Poor's, Ltd. a "blanket filing" to comply with the blue sky laws of those states that are customarily covered by such a filing and (ii) any filings required to be made by the Company with the NASD and/or Principal Market.

Conditions Precedent to the Obligation of the Investor. The obligation of each Investor to consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for each Investor's sole benefit and may be waived by such Investor at any time in its sole discretion by delivering prior written notice to the Company and each other Investor. (a) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at each such time.