AA.
ACCOUNTING CONTROLS. THE COMPANY MAINTAINS SYSTEMS OF "INTERNAL
CONTROL OVER FINANCIAL REPORTING" (AS DEFINED UNDER RULES 13A-15 AND 15D-15
UNDER THE EXCHANGE ACT REGULATIONS) THAT COMPLY WITH THE REQUIREMENTS OF THE
EXCHANGE ACT AND HAVE BEEN DESIGNED BY, OR UNDER THE SUPERVISION OF, ITS
PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS, OR PERSONS PERFORMING
SIMILAR FUNCTIONS, TO PROVIDE REASONABLE ASSURANCE REGARDING THE RELIABILITY OF
FINANCIAL REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL
PURPOSES IN ACCORDANCE WITH GAAP, INCLUDING, BUT NOT LIMITED TO, 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.
EXCEPT AS DISCLOSED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND
THE PROSPECTUS, THE COMPANY IS NOT AWARE OF ANY MATERIAL WEAKNESSES IN ITS
INTERNAL CONTROLS. THE AUDITORS AND THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF THE COMPANY HAVE BEEN ADVISED OF: (I) ALL SIGNIFICANT DEFICIENCIES
AND MATERIAL WEAKNESSES, IF ANY, IN THE DESIGN OR OPERATION OF INTERNAL CONTROLS
OVER FINANCIAL REPORTING WHICH ARE KNOWN TO THE COMPANY'S MANAGEMENT AND THAT
HAVE ADVERSELY AFFECTED OR ARE REASONABLY LIKELY TO ADVERSELY AFFECT THE
COMPANY' ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL INFORMATION;
AND (II) ANY FRAUD, IF ANY, KNOWN TO THE COMPANY'S MANAGEMENT, WHETHER OR NOT
MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT
ROLE IN THE COMPANY'S INTERNAL CONTROLS OVER FINANCIAL REPORTING.
BB.
NO INVESTMENT COMPANY STATUS. THE COMPANY IS NOT AND, AFTER
GIVING EFFECT TO THE OFFERING AND THE APPLICATION OF THE PROCEEDS THEREOF AS
DESCRIBED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS, WILL NOT BE, REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY," AS
DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
CC.
NO LABOR DISPUTES. NO MATERIAL LABOR DISPUTE WITH THE EMPLOYEES
OF THE COMPANY EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT.
DD.
INTELLECTUAL PROPERTY RIGHTS. TO THE COMPANY'S KNOWLEDGE, THE
COMPANY HAS, OR CAN ACQUIRE ON REASONABLE TERMS, OWNERSHIP OF AND/OR LICENSE TO,
OR OTHERWISE HAS THE RIGHT TO USE, ALL INVENTIONS, KNOW-HOW (INCLUDING TRADE
SECRETS AND OTHER UNPATENTED AND/OR UNPATENTABLE PROPRIETARY OR CONFIDENTIAL
INFORMATION, SYSTEMS OR PROCEDURES), PATENTS AND PATENT RIGHTS TRADEMARKS,
SERVICE MARKS AND TRADE NAMES, COPYRIGHTS, (COLLECTIVELY "INTELLECTUAL
PROPERTY") MATERIAL TO CARRYING ON ITS BUSINESS AS DESCRIBED IN THE PROSPECTUS.
THE COMPANY HAS NOT RECEIVED ANY CORRESPONDENCE RELATING TO (A) INFRINGEMENT OR
MISAPPROPRIATION OF, OR CONFLICT WITH, ANY INTELLECTUAL PROPERTY OF A THIRD
PARTY; (B) ASSERTED RIGHTS OF OTHERS WITH RESPECT TO ANY INTELLECTUAL PROPERTY
OF THE COMPANY; OR (C) ASSERTIONS THAT ANY INTELLECTUAL PROPERTY OF THE COMPANY
IS INVALID OR OTHERWISE