THIS SECTION 3(L), "INSOLVENT" MEANS, WITH
RESPECT TO ANY PERSON (AS DEFINED IN SECTION 3(S)), (I) THE PRESENT FAIR
SALEABLE VALUE OF SUCH PERSON'S ASSETS IS LESS THAN THE AMOUNT REQUIRED TO PAY
SUCH PERSON'S TOTAL INDEBTEDNESS (AS DEFINED IN SECTION 3(S)), (II) SUCH PERSON
IS UNABLE TO PAY ITS DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR
OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME ABSOLUTE AND MATURED, (III) SUCH
PERSON INTENDS TO INCUR OR BELIEVES THAT IT WILL INCUR DEBTS THAT WOULD BE
BEYOND ITS ABILITY TO PAY AS SUCH DEBTS MATURE OR (IV) SUCH PERSON HAS
UNREASONABLY SMALL CAPITAL WITH WHICH TO CONDUCT THE BUSINESS IN WHICH IT IS
ENGAGED AS SUCH BUSINESS IS NOW CONDUCTED AND IS PROPOSED TO BE CONDUCTED.
(M)
NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES.
NO EVENT, LIABILITY, DEVELOPMENT OR CIRCUMSTANCE HAS OCCURRED OR EXISTS, OR IS
CONTEMPLATED TO OCCUR WITH RESPECT TO THE COMPANY, 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 ARTICLES
OF INCORPORATION, ANY CERTIFICATE OF DESIGNATIONS OF ANY OUTSTANDING SERIES OF
PREFERRED STOCK OF THE COMPANY OR BYLAWS OR THEIR ORGANIZATIONAL CHARTER OR
BYLAWS, RESPECTIVELY.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN
VIOLATION OF ANY JUDGMENT, DECREE OR ORDER OR ANY STATUTE, ORDINANCE, RULE OR
REGULATION APPLICABLE TO THE COMPANY OR ITS SUBSIDIARIES, AND NEITHER THE
COMPANY NOR ANY OF ITS
10
SUBSIDIARIES WILL CONDUCT ITS BUSINESS IN VIOLATION OF ANY OF THE FOREGOING,
EXCEPT FOR POSSIBLE VIOLATIONS WHICH COULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY IS NOT IN VIOLATION OF ANY
OF THE RULES, REGULATIONS OR REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO
KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES THAT WOULD REASONABLY LEAD TO DELISTING
OR SUSPENSION OF THE COMMON STOCK BY THE PRINCIPAL MARKET IN THE FORESEEABLE
FUTURE.
SINCE OCTOBER 7, 2005, THE COMMON STOCK HAS BEEN DESIGNATED FOR
QUOTATION ON THE PRINCIPAL MARKET.
SINCE DECEMBER 31, 2005, (I) TRADING IN THE
COMMON STOCK HAS NOT BEEN SUSPENDED BY THE SEC OR THE PRINCIPAL MARKET AND (II)
THE COMPANY HAS RECEIVED NO COMMUNICATION, WRITTEN OR ORAL, FROM THE SEC OR THE
PRINCIPAL MARKET REGARDING THE SUSPENSION OR DELISTING OF THE COMMON STOCK FROM
THE PRINCIPAL MARKET.
THE COMPANY AND ITS SUBSIDIARIES POSSESS ALL
CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE REGULATORY
AUTHORITIES NECESSARY TO CONDUCT THEIR RESPECTIVE BUSINESSES, EXCEPT WHERE THE
FAILURE TO POSSESS SUCH CERTIFICATES, AUTHORIZATIONS OR PERMITS WOULD NOT HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND