|   | a) designed such disclosure controls and procedures,      or caused such disclosure controls and procedures to be designed under our      supervision, to ensure that material information relating to the Registrant,      including its consolidated subsidiaries, is made known to us by others within      those entities, particularly during the period in which this annual report      is being prepared; |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | b) evaluated the effectiveness of the registrant's      disclosure controls and procedures and presented in this report our conclusions      about the effectiveness of the disclosure controls and procedures, as of      the end of the period covered by this report based on such evaluation; and                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | c) disclosed in this report any change in the      Registrant's internal control over financial reporting that occurred during      the registrant's most recent fiscal year that has materially affected, or      is reasonably likely to materially affect, the Registrant's internal control      over financial reporting.                                                                                    |

|   | a) all significant deficiencies and material      weaknesses in the design or operation of internal control over financial      reporting which are reasonably likely to adversely affect the Registrant's      ability to record, process, summarize and report financial information;      and |
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|   |                                                                                                                                                                                                                                                                                                  |
|   | b) any fraud, whether or not material, that      involves management or other employees who have a significant role in the      Registrant's internal control over financial reporting.                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                  |

|   |  Dated: June 30, 2005 |
|--------|----------------------------|
|   |                       |
|        | S/ JEFFREY B. AARONSON     |
|   | Chief Financial Officer    |
|   |                       |