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Furthermore, there is no assurance that the Company will be able to have its common stock re-listed by NASDAQ, limiting the Company's ability to raise additional equity financing. There are no assurances that the Company will be able to successfully raise other additional debt or equity funds, or receive extensions or waivers on its current debt facility. The failure of the Company to successfully achieve one or all of the above items will have a material impact on the Company's financial position.

And Surgical Technologies, Inc. as amended June 4, 1996. Incorporated by Reference, (4) 2. 04 Amended and Restated Agreement and Plan of Merger dated December 24, 1997, signed January 7, 1998, by and between 4Health, Inc.]