BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR OTHERWISE
REQUIRING PAYMENTS TO OR FROM ANY OFFICER, DIRECTOR OR SUCH EMPLOYEE OR, TO THE
KNOWLEDGE OF THE COMPANY, ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH
EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR
PARTNER.
8
(R)
INTERNAL ACCOUNTING CONTROLS.
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 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 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 FINANCIAL RECORDS OF THE COMPANY ACCURATELY REFLECT IN ALL
MATERIAL RESPECTS THE INFORMATION RELATING TO THE BUSINESS OF THE COMPANY, THE
LOCATION AND COLLECTION OF ITS ASSETS, AND THE NATURE OF ALL TRANSACTIONS GIVING
RISE TO THE OBLIGATIONS OR ACCOUNTS RECEIVABLE OF THE COMPANY.
THE COMPANY HAS
ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES
13A-14 AND 15D-14) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURES CONTROLS AND
PROCEDURES TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY IS MADE
KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THE COMPANY, PARTICULARLY
DURING THE PERIOD IN WHICH THE COMPANY'S FORM 10-K (OR 10-KSB) OR 10-Q (OR
10-QSB), AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S CERTIFYING
OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S CONTROLS AND
PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE FILING DATE OF THE FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2002 (SUCH DATE, THE "EVALUATION DATE").
THE
COMPANY PRESENTED IN THE FORM 10-K FOR THE QUARTER ENDED DECEMBER 31, 2002 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 SIGNIFICANT CHANGES IN THE
COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS DEFINED IN ITEM 307(B) OF
REGULATION S-K UNDER THE EXCHANGE ACT) OR, THE COMPANY'S KNOWLEDGE, IN OTHER
FACTORS THAT COULD SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS.
(S)
SOLVENCY.
BASED ON THE FINANCIAL CONDITION
OF THE COMPANY AS OF THE CLOSING DATE: (I) THE COMPANY'S FAIR SALEABLE VALUE OF
ITS ASSETS EXCEEDS THE AMOUNT THAT WILL BE REQUIRED TO BE PAID ON OR IN RESPECT
OF THE COMPANY'S EXISTING DEBTS AND OTHER LIABILITIES (INCLUDING KNOWN
CONTINGENT LIABILITIES) AS THEY MATURE; (II) THE COMPANY'S ASSETS DO NOT
CONSTITUTE UNREASONABLY SMALL CAPITAL TO CARRY ON ITS BUSINESS FOR THE CURRENT
FISCAL YEAR AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED INCLUDING ITS
CAPITAL NEEDS TAKING INTO ACCOUNT THE PARTICULAR CAPITAL REQUIREMENTS OF THE
BUSINESS CONDUCTED BY THE COMPANY, AND PROJECTED