THAT MATERIAL INFORMATION RELATING
TO THE COMPANY, INCLUDING ITS SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING
OFFICERS BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE PERIOD IN
WHICH THE COMPANY'S FORM 10-K OR 10-Q, AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF THE
COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR
TO THE FILING DATE OF THE FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 29, 2004
(SUCH DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN THE FORM 10-Q FOR
THE QUARTER ENDED FEBRUARY 29, 2004 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 EXCHANGE ACT) OR, THE
COMPANY'S KNOWLEDGE, IN OTHER FACTORS THAT WOULD REASONABLY BE EXPECTED TO
SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS.
(S)
SOLVENCY/INDEBTEDNESS.
EXCEPT AS DISCLOSED IN THE SEC REPORTS,
BASED ON THE FINANCIAL CONDITION OF THE COMPANY AS OF THE CLOSING DATE: (I) THE
FAIR MARKET VALUE OF THE COMPANY'S ASSETS EXCEEDS THE AMOUNT THAT WILL BE
REQUIRED TO BE PAID ON OR IN RESPECT OF THE COMPANY'S EXISTING DEBTS AND OTHER
LIABILITIES (INCLUDING KNOWN CONTINGENT LIABILITIES) AS THEY MATURE; (II) THE
COMPANY'S ASSETS DO NOT CONSTITUTE UNREASONABLY SMALL CAPITAL TO CARRY ON ITS
BUSINESS FOR THE CURRENT FISCAL YEAR AS NOW CONDUCTED AND AS PROPOSED TO BE
CONDUCTED INCLUDING ITS CAPITAL NEEDS TAKING INTO ACCOUNT THE PARTICULAR CAPITAL
REQUIREMENTS OF THE BUSINESS CONDUCTED BY THE COMPANY, AND PROJECTED CAPITAL
REQUIREMENTS AND CAPITAL AVAILABILITY THEREOF; AND (III) THE CURRENT CASH FLOW
OF THE COMPANY, TOGETHER WITH THE PROCEEDS THE COMPANY WOULD RECEIVE, WERE IT TO
LIQUIDATE ALL OF ITS ASSETS, AFTER TAKING INTO ACCOUNT ALL ANTICIPATED USES OF
THE CASH, WOULD BE SUFFICIENT TO PAY ALL AMOUNTS ON OR IN RESPECT OF ITS DEBT
WHEN SUCH AMOUNTS ARE REQUIRED TO BE PAID.
THE COMPANY DOES NOT INTEND TO INCUR
DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE (TAKING INTO ACCOUNT
THE TIMING AND AMOUNTS OF CASH TO BE PAYABLE ON OR IN RESPECT OF ITS DEBT). THE
COMPANY HAS NO KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES WHICH LEAD IT TO BELIEVE
THAT IT WILL FILE FOR REORGANIZATION OR LIQUIDATION UNDER THE BANKRUPTCY OR
REORGANIZATION LAWS OF ANY JURISDICTION WITHIN ONE YEAR FROM THE CLOSING DATE.
THE SEC REPORTS SET FORTH AS OF THE DATES THEREOF ALL MATERIAL OUTSTANDING
SECURED AND UNSECURED INDEBTEDNESS OF THE COMPANY OR ANY SUBSIDIARY, OR FOR
WHICH THE COMPANY OR ANY SUBSIDIARY HAS COMMITMENTS. FOR THE PURPOSES OF THIS
AGREEMENT, "INDEBTEDNESS" SHALL MEAN (A) ANY LIABILITIES FOR BORROWED MONEY OR
AMOUNTS OWED IN EXCESS OF $50,000 (OTHER THAN TRADE ACCOUNTS PAYABLE INCURRED IN
THE ORDINARY COURSE OF BUSINESS), (B) ALL GUARANTIES, ENDORSEMENTS AND OTHER
CONTINGENT OBLIGATIONS RELATED TO INDEBTEDNESS OF OTHERS,