THIS AGREEMENT; AND (III) NO
OFFICER OR DIRECTOR OF THE COMPANY HAS RESIGNED FROM ANY POSITION WITH THE
COMPANY.
(B)
RECENT SECURITIES TRANSACTIONS, ETC. SUBSEQUENT TO THE
RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN IN THE REGISTRATION STATEMENT,
THE DISCLOSURE PACKAGE AND THE PROSPECTUS, AND EXCEPT AS MAY OTHERWISE BE
INDICATED OR CONTEMPLATED HEREIN OR DISCLOSED IN THE REGISTRATION STATEMENT, THE
DISCLOSURE PACKAGE AND THE PROSPECTUS, THE COMPANY HAS NOT: (I) ISSUED ANY
SECURITIES (OTHER THAN (I) GRANTS UNDER ANY STOCK COMPENSATION PLAN AND (II)
SHARES OF COMMON STOCK ISSUED UPON EXERCISE OR CONVERSION OF OPTION, WARRANTS OR
CONVERTIBLE SECURITIES DESCRIBED IN THE REGISTRATION STATEMENT, THE DISCLOSURE
PACKAGE AND THE PROSPECTUS) OR INCURRED ANY LIABILITY OR OBLIGATION, DIRECT OR
CONTINGENT, FOR BORROWED MONEY; OR (II) DECLARED OR PAID ANY DIVIDEND OR MADE
ANY OTHER DISTRIBUTION ON OR IN RESPECT TO ITS CAPITAL STOCK.
F.
INDEPENDENT ACCOUNTANTS. TO THE KNOWLEDGE OF THE COMPANY,
HASKELL & WHITE LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DURING
SUCH TIME AS IT WAS ENGAGED BY THE COMPANY (COLLECTIVELY, THE "AUDITORS"), IS AN
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS REQUIRED BY THE SECURITIES ACT
AND THE SECURITIES ACT REGULATIONS AND THE PUBLIC COMPANY ACCOUNTING OVERSIGHT
BOARD. DURING SUCH TIME PERIOD IN WHICH THE AUDITORS SERVED AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE AUDITORS DID NOT OR HAVE NOT,
DURING THE PERIODS COVERED BY THE FINANCIAL STATEMENTS INCLUDED IN THE
REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS, PROVIDED TO
THE COMPANY ANY NON-AUDIT SERVICES, AS SUCH TERM IS USED IN SECTION 10A(G) OF
THE EXCHANGE ACT.
G.
SEC REPORTS; FINANCIAL STATEMENTS, ETC. THE COMPANY HAS
COMPLIED IN ALL MATERIAL RESPECTS WITH REQUIREMENTS TO FILE ALL REPORTS,
SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT
UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION
13(A) OR 15(D) THEREOF (THE FOREGOING MATERIALS, INCLUDING THE EXHIBITS THERETO
AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, BEING COLLECTIVELY REFERRED TO
HEREIN AS THE "SEC REPORTS") ON A TIMELY BASIS OR HAS RECEIVED A VALID EXTENSION
OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE
EXPIRATION OF ANY SUCH EXTENSION.
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT
AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED
THEREUNDER, AND NONE OF THE SEC REPORTS, WHEN FILED, CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE
FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL
MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND
REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF
FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED
STATES GENERALLY ACCEPTED ACCOUNTING