ANY UNLAWFUL
PAYMENT TO FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO FOREIGN
OR DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) VIOLATED
ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED OR (IV)
MADE ANY OTHER UNLAWFUL PAYMENT.
(JJ)
CRITICAL ACCOUNTING POLICIES.
THE SECTION ENTITLED
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CRITICAL ACCOUNTING POLICIES" IN THE COMPANY'S MOST RECENT ANNUAL
REPORT ON FORM 10-K AND QUARTERLY REPORT ON FORM 10-Q ACCURATELY AND FULLY
DESCRIBES (A) THE ACCOUNTING POLICIES THAT THE COMPANY BELIEVES ARE THE MOST
IMPORTANT IN THE PORTRAYAL OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AND THAT REQUIRE MANAGEMENT'S MOST DIFFICULT, SUBJECTIVE OR COMPLEX
JUDGMENTS ("CRITICAL ACCOUNTING POLICIES"); AND (B) THE JUDGMENTS AND
UNCERTAINTIES AFFECTING THE APPLICATION OF CRITICAL ACCOUNTING POLICIES.
(KK)
NO PRICE STABILIZATION.
NEITHER THE COMPANY NOR, TO THE COMPANY'S
KNOWLEDGE, ANY OF ITS OFFICERS, DIRECTORS, AFFILIATES OR CONTROLLING PERSONS HAS
TAKEN OR WILL TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR
RESULT IN, OR WHICH HAS CONSTITUTED OR WHICH MIGHT REASONABLY BE EXPECTED TO
CONSTITUTE THE STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE
COMPANY TO FACILITATE THE SALE OR RESALE OF THE SHARES.
(LL)
NO UNDISCLOSED RELATIONSHIPS.
NO RELATIONSHIP, DIRECT OR
INDIRECT, EXISTS BETWEEN OR AMONG THE COMPANY ON THE ONE HAND AND THE DIRECTORS,
OFFICERS, STOCKHOLDERS, CUSTOMERS OR SUPPLIERS OF THE COMPANY ON THE OTHER HAND
WHICH IS REQUIRED TO BE DESCRIBED IN THE REGISTRATION STATEMENT, THE DISCLOSURE
PACKAGE AND THE PROSPECTUS WHICH HAS NOT BEEN SO DESCRIBED.
(MM)
EXCHANGE ACT REQUIREMENTS. THE COMPANY HAS FILED IN A TIMELY MANNER
ALL REPORTS REQUIRED TO BE FILED PURSUANT TO SECTIONS 13(A), 13(E), 14 AND 15(D)
OF THE EXCHANGE ACT DURING THE PRECEDING 12 MONTHS (EXCEPT TO THE EXTENT THAT
SECTION 15(D) REQUIRES REPORTS TO BE FILED PURSUANT TO SECTIONS 13(D) AND 13(G)
OF THE EXCHANGE ACT, WHICH SHALL BE GOVERNED BY THE NEXT CLAUSE OF THIS
11
SENTENCE); AND THE COMPANY HAS FILED IN A TIMELY MANNER ALL REPORTS REQUIRED TO
BE FILED PURSUANT TO SECTIONS 13(D) AND 13(G) OF THE EXCHANGE ACT SINCE JANUARY
1, 2003, EXCEPT WHERE THE FAILURE TO TIMELY FILE COULD NOT REASONABLY BE
EXPECTED INDIVIDUALLY OR IN THE AGGREGATE TO HAVE A MATERIAL ADVERSE EFFECT.
(NN)
NASD AFFILIATIONS.
TO THE COMPANY'S KNOWLEDGE, THERE ARE NO
AFFILIATIONS OR ASSOCIATIONS BETWEEN (I) ANY MEMBER OF THE NASD AND (II) THE
COMPANY OR ANY OF THE COMPANY'S OFFICERS, DIRECTORS OR 5% OR GREATER
SECURITYHOLDERS (OTHER THAN NEIL GAGNON AND GAGNON SECURITIES LLC) OR ANY
BENEFICIAL OWNER OF THE COMPANY'S UNREGISTERED EQUITY SECURITIES THAT WERE
ACQUIRED FROM THE COMPANY AT ANY TIME ON OR AFTER THE ONE HUNDRED EIGHTIETH
(180TH) DAY IMMEDIATELY PRECEDING THE DATE THE REGISTRATION STATEMENT WAS
INITIALLY FILED WITH THE COMMISSION, EXCEPT AS SET FORTH IN THE REGISTRATION
STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS.
(OO)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
THE COMPANY (A) IS IN
COMPLIANCE WITH ANY AND ALL APPLICABLE FOREIGN, FEDERAL,