CERTIFICATIONS AND STATEMENTS REQUIRED BY RULE
13A-14 OR 15D-14 UNDER THE EXCHANGE ACT, OR 18 U.S.C. SECTION 1350 (SECTIONS 302
AND 906 OF THE SARBANES-OXLEY ACT OF 2002) WITH RESPECT TO THE REPORT RELATING
THERETO.
THE FORMAL INVESTIGATION COMMENCED BY THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") PURSUANT TO ITS SUBPOENA DATED DECEMBER 14, 2005 AND
PUBLICLY DISCLOSED BY THE COMPANY IN ITS CURRENT REPORT ON FORM 8-K FILED ON
DECEMBER 14, 2005 (THE "SEC INVESTIGATION") REMAINS ONGOING.
2.12.
NO MATERIAL ADVERSE CHANGE.. EXCEPT AS SET FORTH IN SCHEDULE 2.12
OR AS THE COMPANY MAY HAVE PUBLICLY DISCLOSED (AND THEN SOLELY TO THE EXTENT SO
DISCLOSED) IN THE SEC DOCUMENTS, PRESS RELEASES OR IN OTHER "PUBLIC DISCLOSURES"
AS SUCH TERM IS DEFINED IN SECTION 101(E) OF REGULATION FD OF THE EXCHANGE ACT,
IN EACH CASE, FILED OR MADE THROUGH AND INCLUDING THE DATE HEREOF, SINCE OCTOBER
1, 2005 THERE HAS NOT BEEN (I) ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS,
ASSETS, FINANCIAL CONDITION OR RESULTS OF OPERATION OF THE COMPANY AND ITS
SUBSIDIARIES, TAKEN AS WHOLE OR ANY MATERIAL ADVERSE DEVELOPMENT IN THE SEC
INVESTIGATION, (II) ANY OBLIGATION, DIRECT OR CONTINGENT, THAT IS MATERIAL TO
THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE, INCURRED BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES, EXCEPT OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF
BUSINESS, (III) ANY DIVIDEND OR DISTRIBUTION OF ANY KIND DECLARED, PAID OR MADE
ON THE CAPITAL STOCK OF THE COMPANY; OR (IV) ANY LOSS OR DAMAGE (WHETHER OR NOT
INSURED) TO THE PHYSICAL PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
WHICH HAS BEEN SUSTAINED WHICH HAS HAD A MATERIAL ADVERSE EFFECT.
2.13.
AMERICAN STOCK EXCHANGE LISTING. THE COMPANY'S COMMON STOCK IS
REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT AND IS LISTED ON THE
AMERICAN STOCK EXCHANGE
6
("AMEX"), AND THE COMPANY HAS TAKEN NO ACTION DESIGNED TO, OR LIKELY TO HAVE THE
EFFECT OF, TERMINATING THE REGISTRATION OF THE COMMON STOCK UNDER THE EXCHANGE
ACT OR TERMINATING THE LISTING OF THE COMMON STOCK FROM THE AMEX, NOR TO THE
COMPANY'S KNOWLEDGE IS THE AMEX CURRENTLY CONTEMPLATING TERMINATING SUCH
LISTING.
THE COMPANY AND THE COMMON STOCK MEET THE CRITERIA FOR CONTINUED
LISTING ON THE AMEX.
2.14.
NO MANIPULATION OF STOCK. THE COMPANY HAS NOT TAKEN AND WILL NOT,
IN VIOLATION OF APPLICABLE LAW, TAKE, ANY ACTION DESIGNED TO OR THAT MIGHT
REASONABLY BE EXPECTED TO CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF
THE PRICE OF THE COMMON STOCK TO FACILITATE THE SALE OR RESALE OF THE SHARES.
2.15.
INSURANCE. THE COMPANY MAINTAINS AND WILL CONTINUE TO MAINTAIN
INSURANCE AGAINST LOSS OR DAMAGE BY FIRE OR OTHER CASUALTY AND SUCH OTHER
INSURANCE, INCLUDING, BUT NOT LIMITED TO, PRODUCT LIABILITY INSURANCE, IN SUCH
AMOUNTS AND COVERING SUCH RISKS AS IS BELIEVED TO BE PRUDENT AND CUSTOMARY,
CONSISTENT WITH INDUSTRY PRACTICE FOR THE CONDUCT OF ITS AND ITS SUBSIDIARIES'
RESPECTIVE BUSINESSES AND THE VALUE OF THEIR RESPECTIVE PROPERTIES.
2.16.
TAX MATTERS. THE COMPANY AND EACH OF ITS