THE BUYERS WHEN READ
TOGETHER WITH THE SEC DOCUMENTS DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCE UNDER WHICH THEY ARE OR
WERE MADE, NOT MISLEADING.
(L)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS
DISCLOSED IN SCHEDULE 3(L), SINCE MARCH 31, 2003, THERE HAVE BEEN NO CHANGES OR
DEVELOPMENTS IN THE BUSINESS, PROPERTIES, OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE) OR RESULTS OF OPERATIONS OF THE COMPANY OR ITS SUBSIDIARIES THAT HAVE
HAD OR WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SINCE MARCH 31, 2003, THE COMPANY HAS NOT (I) DECLARED
OR PAID ANY DIVIDENDS, (II) SOLD ANY ASSETS, INDIVIDUALLY OR IN THE AGGREGATE,
IN EXCESS OF $200,000 OUTSIDE OF THE ORDINARY COURSE OF BUSINESS OR (III) HAD
CAPITAL EXPENDITURES, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $200,000.
THE COMPANY HAS NOT TAKEN ANY STEPS TO SEEK PROTECTION PURSUANT TO ANY
BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE THAT
ITS CREDITORS INTEND TO INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY
ACTUAL KNOWLEDGE OF ANY FACT WHICH WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY IS NOT AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR AT THE CLOSING WILL NOT BE, INSOLVENT
(AS DEFINED BELOW).
FOR PURPOSES OF THIS SECTION 3(L), "INSOLVENT" MEANS (I)
THE PRESENT FAIR SALEABLE VALUE OF THE COMPANY'S ASSETS IS LESS THAN THE AMOUNT
REQUIRED TO PAY THE COMPANY'S TOTAL INDEBTEDNESS, CONTINGENT OR OTHERWISE, (II)
THE COMPANY IS UNABLE TO PAY ITS DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT
OR OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME ABSOLUTE AND MATURED OR (III)
THE COMPANY INTENDS TO INCUR OR BELIEVES THAT IT WILL INCUR DEBTS THAT WOULD BE
BEYOND ITS ABILITY TO PAY AS SUCH DEBTS MATURE.
(M)
NO UNDISCLOSED EVENTS, LIABILITIES,
DEVELOPMENTS OR CIRCUMSTANCES.
EXCEPT FOR THE TRANSACTIONS CONTEMPLATED HEREBY,
NO EVENT, LIABILITY, DEVELOPMENT OR CIRCUMSTANCE HAS OCCURRED OR EXISTS, OR IS
CONTEMPLATED TO OCCUR, WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR
RESPECTIVE BUSINESS, PROPERTIES, PROSPECTS, OPERATIONS OR FINANCIAL CONDITION,
THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY UNDER APPLICABLE
SECURITIES LAWS ON A REGISTRATION STATEMENT ON FORM S-1 FILED WITH THE SEC
RELATING TO AN ISSUANCE AND SALE BY THE COMPANY OF ITS COMMON STOCK AND WHICH
HAS NOT BEEN PUBLICLY ANNOUNCED.
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
NEITHER THE COMPANY NOR ITS SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF OR IN
DEFAULT UNDER ITS CERTIFICATE OF INCORPORATION, ANY CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF ANY OUTSTANDING SERIES
9
OF PREFERRED STOCK OF THE COMPANY OR BYLAWS OR THEIR ORGANIZATIONAL CHARTER OR
BYLAWS, RESPECTIVELY (EXCEPT, WITH RESPECT TO THE SUBSIDIARIES, FOR VIOLATIONS
THAT WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT).
NEITHER THE COMPANY NOR ANY OF ITS