LOCAL OR
FOREIGN REGULATORY AUTHORITIES NECESSARY TO CONDUCT ITS BUSINESS ("MATERIAL
PERMITS").
(K)
TITLE TO ASSETS.
THE COMPANY HAS GOOD AND MARKETABLE TITLE IN FEE
SIMPLE TO ALL REAL PROPERTY OWNED BY IT THAT IS MATERIAL TO THE BUSINESSES OF
THE COMPANY AND GOOD AND MARKETABLE TITLE TO ALL PERSONAL PROPERTY OWNED BY IT
THAT IS MATERIAL TO THE BUSINESS OF THE COMPANY, FREE AND CLEAR OF ALL LIENS.
TO THE KNOWLEDGE OF THE COMPANY, ANY REAL PROPERTY AND FACILITIES HELD UNDER
LEASE BY THE COMPANY ARE HELD BY IT UNDER VALID, SUBSISTING AND ENFORCEABLE
LEASES WITH WHICH THE COMPANY IS IN COMPLIANCE.
(L)
PATENTS AND TRADEMARKS.
TO THE KNOWLEDGE OF THE COMPANY (WITHOUT
HAVING CONDUCTED A PATENT SEARCH), THE COMPANY HAS, OR HAS RIGHTS TO USE, ALL
PATENTS, PATENT APPLICATIONS, TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS,
TRADE NAMES, COPYRIGHTS, LICENSES AND OTHER SIMILAR RIGHTS (COLLECTIVELY, THE
"INTELLECTUAL PROPERTY RIGHTS") THAT ARE NECESSARY OR MATERIAL FOR USE IN
CONNECTION WITH ITS BUSINESS.
THE COMPANY HAS NOT RECEIVED A WRITTEN
6
NOTICE THAT THE INTELLECTUAL PROPERTY RIGHTS USED BY THE COMPANY VIOLATE OR
INFRINGE UPON THE RIGHTS OF ANY PERSON.
THE COMPANY HAS TAKEN ALL STEPS
REASONABLY REQUIRED IN ACCORDANCE WITH SOUND BUSINESS PRACTICE AND SOUND
BUSINESS JUDGMENT TO ESTABLISH AND PRESERVE ITS OWNERSHIP OF SUCH INTELLECTUAL
PROPERTY.
(M)
INSURANCE.
THE COMPANY IS INSURED BY INSURERS OF RECOGNIZED
FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS
ARE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY IS ENGAGED.
THE COMPANY HAS NO REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS WITHOUT A SIGNIFICANT INCREASE IN COST.
(N)
INTERNAL ACCOUNTING CONTROLS.
THE COMPANY MAINTAINS 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-14 AND 15D-14) FOR THE COMPANY AND DESIGNED SUCH
DISCLOSURE 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-Q, 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-KSB FOR THE YEAR
ENDED JUNE 30, 2005 (SUCH DATE, THE