Covenants: The Securities Purchase Agreement contains certain covenants on the Company’s part, including the following: (i) to notify the Securities and Exchange Commission of the transaction, including filing of a Form D and (ii) to comply with the reporting and filing obligations applicable to the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii)to effect a 1 for 4.07 reverse stock split as a result of which the conversion rate of the Notes shall be adjusted to be 1 share of common stock for each $.65 of principal converted.