STOCK OPTION PLAN OF THE COMPANY.
(R)
SARBANES-OXLEY; INTERNAL ACCOUNTING CONTROLS.
THE COMPANY IS IN
COMPLIANCE WITH ANY AND ALL APPLICABLE REQUIREMENTS OF THE SARBANES-OXLEY ACT OF
2002 THAT ARE EFFECTIVE AS OF THE DATE HEREOF, AND ANY AND ALL APPLICABLE
RULES AND REGULATIONS PROMULGATED BY THE COMMISSION THEREUNDER THAT ARE
EFFECTIVE AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE. THE COMPANY AND THE
SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCE THAT: (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES. THE COMPANY HAS ESTABLISHED DISCLOSURE CONTROLS AND
PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15(E) AND 15D-15(E)) FOR THE
COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE THAT
INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN THE REPORTS IT FILES OR
SUBMITS UNDER THE EXCHANGE ACT IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED,
WITHIN THE TIME PERIODS SPECIFIED IN THE COMMISSION'S RULES AND FORMS.
THE
COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S
DISCLOSURE CONTROLS AND PROCEDURES AS OF THE END OF THE PERIOD COVERED BY THE
COMPANY'S MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT (SUCH DATE,
THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST RECENTLY FILED
PERIODIC REPORT UNDER THE EXCHANGE ACT THE CONCLUSIONS OF THE CERTIFYING
OFFICERS ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED
ON THEIR EVALUATIONS AS OF THE EVALUATION DATE.
SINCE THE EVALUATION DATE,
THERE HAVE BEEN NO CHANGES IN THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL
REPORTING (AS SUCH TERM IS DEFINED IN THE EXCHANGE ACT) THAT HAS MATERIALLY
AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE COMPANY'S INTERNAL
CONTROL OVER FINANCIAL REPORTING.
(S)
CERTAIN FEES.
EXCEPT FOR FEES TO RODMAN & RENSHAW LLC AND AS
OTHERWISE SET FORTH ON SCHEDULE 3.1(S) ATTACHED HERETO, NO BROKERAGE OR FINDER'S
FEES OR COMMISSIONS ARE OR WILL BE PAYABLE BY THE COMPANY TO ANY BROKER,
FINANCIAL ADVISOR OR CONSULTANT, FINDER, PLACEMENT AGENT, INVESTMENT BANKER,
BANK OR OTHER PERSON WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
THE PURCHASERS SHALL HAVE NO OBLIGATION WITH RESPECT TO
ANY FEES OR WITH RESPECT TO ANY CLAIMS MADE BY OR ON BEHALF OF OTHER PERSONS FOR
FEES OF A TYPE CONTEMPLATED IN THIS SECTION THAT MAY BE DUE IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
(T)
INVESTMENT COMPANY. THE COMPANY IS NOT, AND IS NOT AN AFFILIATE
OF, AND IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE SECURITIES, WILL NOT BE OR
BE AN AFFILIATE OF, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
THE COMPANY