NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR
COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS; AND (C)
THE PRESENT VALUE OF ANY LEASE PAYMENTS IN EXCESS OF $50,000 DUE UNDER LEASES
REQUIRED TO BE CAPITALIZED IN ACCORDANCE WITH GAAP.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN DEFAULT WITH RESPECT TO ANY INDEBTEDNESS.
(BB)
FORM SB-2
ELIGIBILITY.
THE COMPANY IS ELIGIBLE TO REGISTER
THE RESALE OF THE SHARES FOR RESALE BY THE PURCHASER ON FORM SB-2 PROMULGATED
UNDER THE SECURITIES ACT.
(CC)
TAX STATUS.
EXCEPT FOR MATTERS THAT WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, THE COMPANY AND
EACH SUBSIDIARY HAS FILED ALL NECESSARY FEDERAL, STATE AND FOREIGN INCOME AND
FRANCHISE TAX RETURNS AND HAS PAID OR ACCRUED ALL TAXES SHOWN AS DUE THEREON,
AND THE COMPANY HAS NO KNOWLEDGE OF A TAX DEFICIENCY WHICH HAS BEEN ASSERTED OR
THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY.
(DD)
NO GENERAL SOLICITATION. NEITHER THE COMPANY NOR
ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS OFFERED OR SOLD ANY OF THE SHARES
BY ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING.
THE COMPANY HAS
OFFERED THE SHARES FOR SALE ONLY TO THE PURCHASERS AND CERTAIN OTHER "ACCREDITED
INVESTORS" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT.
(EE)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY,
NOR TO THE KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF
OF THE COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
15
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(FF)
ACCOUNTANTS.
THE COMPANY'S ACCOUNTANTS ARE
SET FORTH ON SCHEDULE 3.1(FF) OF THE DISCLOSURE SCHEDULE.
TO THE KNOWLEDGE OF
THE COMPANY, SUCH ACCOUNTANTS, WHO THE COMPANY EXPECTS WILL EXPRESS THEIR
OPINION WITH RESPECT TO THE FINANCIAL STATEMENTS TO BE INCLUDED IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDING DECEMBER 31, 2005 ARE A
REGISTERED PUBLIC ACCOUNTING FIRM AS REQUIRED BY THE SECURITIES ACT.
(GG)
[RESERVED].
(HH)
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
THERE ARE NO DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY
ANTICIPATED BY THE COMPANY TO ARISE, BETWEEN THE ACCOUNTANTS AND LAWYERS
FORMERLY OR PRESENTLY EMPLOYED BY THE COMPANY AND THE COMPANY IS CURRENT WITH
RESPECT TO ANY FEES OWED TO ITS ACCOUNTANTS AND LAWYERS.
(II)
ACKNOWLEDGMENT REGARDING PURCHASERS'
PURCHASE OF SHARES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE
PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH
RESPECT TO THE TRANSACTION