COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO
ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S ANNUAL REPORT ON
FORM 10-K OR QUARTERLY REPORT ON FORM 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-K FOR THE FISCAL YEAR ENDED MARCH 31, 2007 (SUCH
DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS FORM 10-K FOR THE
FISCAL YEAR ENDED MARCH 31, 2007 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 SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS
DEFINED IN ITEM 307(B) OF REGULATION S-K UNDER THE ACT) OR, TO THE COMPANY'S
KNOWLEDGE, IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT THE COMPANY'S
INTERNAL CONTROLS.
12
(DD)
SARBANES-OXLEY.
TO THE KNOWLEDGE OF THE COMPANY, THERE IS AND HAS BEEN NO
FAILURE ON THE PART OF THE COMPANY AND ANY OF THE COMPANY'S DIRECTORS OR
OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY WITH ANY APPLICABLE PROVISIONS
OF THE SARBANES-OXLEY ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
EACH OF THE PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF
THE COMPANY (OR EACH FORMER PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY AND EACH
FORMER PRINCIPAL FINANCIAL OFFICER OF THE COMPANY AS APPLICABLE) HAS MADE ALL
CERTIFICATIONS REQUIRED BY SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT WITH
RESPECT TO ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT OR FURNISHED BY IT TO THE COMMISSION.
FOR PURPOSES
OF THE PRECEDING SENTENCE, "PRINCIPAL EXECUTIVE OFFICER" AND "PRINCIPAL
FINANCIAL OFFICER" SHALL HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE
SARBANES-OXLEY ACT.
(EE)
FINDER'S FEES.
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES HAS
INCURRED ANY LIABILITY FOR ANY FINDER'S FEES, BROKERAGE COMMISSIONS OR SIMILAR
PAYMENTS IN CONNECTION WITH THE TRANSACTIONS HEREIN CONTEMPLATED, EXCEPT AS MAY
OTHERWISE EXIST WITH RESPECT TO WM SMITH PURSUANT TO THIS AGREEMENT.
(FF)
LABOR DISPUTES.
NO LABOR DISTURBANCE BY OR DISPUTE WITH EMPLOYEES OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES EXISTS OR, TO THE KNOWLEDGE OF THE
COMPANY, IS THREATENED WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT
(GG)
INVESTMENT COMPANY ACT.
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES
IS OR, AFTER GIVING EFFECT TO THE OFFERING AND SALE OF THE PLACEMENT SHARES,
WILL BE AN "INVESTMENT COMPANY" OR AN ENTITY "CONTROLLED" BY AN "INVESTMENT
COMPANY," AS SUCH TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "INVESTMENT COMPANY ACT").
(HH)
OPERATIONS.
THE OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES ARE AND
HAVE BEEN CONDUCTED AT ALL TIMES IN