THE SEC DURING THE PRECEDING
TWELVE MONTHS.
(I)
NO MARKET MANIPULATION.
THE COMPANY HAS NOT TAKEN, AND WILL NOT
TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT MIGHT REASONABLY
BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF THE PRICE OF
THE COMMON STOCK OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF THE
SECURITIES OR AFFECT THE PRICE AT WHICH THE SECURITIES MAY BE ISSUED OR RESOLD.
(J)
INFORMATION CONCERNING COMPANY.
THE REPORTS CONTAIN ALL MATERIAL
INFORMATION RELATING TO THE COMPANY AND ITS OPERATIONS AND FINANCIAL CONDITION
FROM AUGUST 31, 2006 THROUGH THEIR RESPECTIVE DATES FOR WHICH INFORMATION IS
REQUIRED TO BE DISCLOSED THEREIN.
SINCE THE DATE OF THE FINANCIAL STATEMENTS
INCLUDED IN THE REPORTS, AND EXCEPT AS MODIFIED IN THE OTHER WRITTEN INFORMATION
OR IN THE SCHEDULES HERETO, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT IN THE
COMPANY'S BUSINESS, FINANCIAL CONDITION OR AFFAIRS NOT DISCLOSED IN THE
REPORTS.
THE REPORTS DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES WHEN MADE.
THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR OTHERWISE) OTHER
THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE
REFLECTED IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO
BE DISCLOSED IN FILINGS MADE WITH THE SEC, (II) THE COMPANY HAS NOT ALTERED ITS
METHOD OF ACCOUNTING, (III) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR
DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS OR PURCHASED,
REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL
STOCK AND (IV) THE COMPANY DOES NOT HAVE PENDING BEFORE THE SEC ANY REQUEST FOR
CONFIDENTIAL TREATMENT OF INFORMATION.
(K)
SEC ACTION; STOP TRANSFERS.
TO THE COMPANY'S BEST KNOWLEDGE THERE
HAS NOT BEEN, THERE IS NOT PENDING OR CONTEMPLATED, ANY INVESTIGATION BY THE SEC
INVOLVING THE COMPANY.
THE SEC HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER
SUSPENDING THE
8
EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY
SUBSIDIARY UNDER THE 1933 ACT OR THE 1934 ACT.
THE SECURITIES, WHEN ISSUED,
WILL BE RESTRICTED SECURITIES.
THE COMPANY WILL NOT ISSUE ANY STOP TRANSFER
ORDER OR OTHER ORDER IMPEDING THE SALE, RESALE OR DELIVERY OF ANY OF THE
SECURITIES, EXCEPT AS MAY BE REQUIRED BY ANY APPLICABLE FEDERAL OR STATE
SECURITIES LAWS.
EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE COMPANY WILL NOT
ISSUE ANY STOP TRANSFER OR OTHER ORDER IMPEDING THE SALE, RESALE OR DELIVERY OF
THE SECURITIES UNLESS CONTEMPORANEOUS NOTICE OF SUCH INSTRUCTION IS GIVEN TO THE
SUBSCRIBER.
(L)
DEFAULTS.
THE COMPANY IS NOT IN VIOLATION OF ITS CERTIFICATE OF
INCORPORATION OR BYLAWS.
THE COMPANY IS (I) NOT IN DEFAULT UNDER OR IN
VIOLATION OF ANY OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY
OR