COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR
TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE
ITS BUSINESS ON TERMS CONSISTENT WITH MARKET FOR THE COMPANY'S AND SUCH
SUBSIDIARIES' RESPECTIVE LINES OF BUSINESS.
13
(R)
TRANSACTIONS WITH AFFILIATES AND
EMPLOYEES.
EXCEPT AS SET FORTH IN THE SEC REPORTS, NONE OF THE OFFICERS OR
DIRECTORS OF THE COMPANY AND, TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE
EMPLOYEES OF THE COMPANY IS PRESENTLY A PARTY TO ANY TRANSACTION WITH THE
COMPANY OR ANY SUBSIDIARY (OTHER THAN FOR SERVICES AS EMPLOYEES, OFFICERS AND
DIRECTORS), INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR
THE FURNISHING OF SERVICES TO OR 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, OF THE NATURE OR AMOUNT THAT WOULD
REQUIRE DISCLOSURE IN SEC REPORTS.
(S)
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 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-15(E)
AND 15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND
PROCEDURES TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY,
INCLUDING ITS SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS
WITHIN THOSE ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S
FORM 10-KSB OR 10-QSB, AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S
CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S DISCLOSURE
CONTROLS AND PROCEDURES IN ACCORDANCE WITH ITEM 307 OF REGULATION S-K UNDER THE
EXCHANGE ACT FOR THE COMPANY'S MOST RECENTLY ENDED FISCAL QUARTER OR FISCAL
YEAR-END (SUCH DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST
RECENTLY FILED FORM 10-KSB OR FORM 10-QSB 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 CHANGES IN THE COMPANY'S INTERNAL CONTROLS THAT WOULD BE
REQUIRED TO BE DISCLOSED PURSUANT TO ITEM 308(C) OF REGULATION S-K UNDER THE
EXCHANGE ACT OR, TO THE COMPANY'S KNOWLEDGE, IN OTHER FACTORS THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S
INTERNAL CONTROLS.
(T)
SOLVENCY.
BASED ON THE FINANCIAL
CONDITION OF THE COMPANY AS OF THE CLOSING DATE (AND