TERMS FROM OTHER SOURCES (COLLECTIVELY, THE "INTELLECTUAL PROPERTY
RIGHTS").
THERE IS NOT PENDING OR, TO THE COMPANY'S KNOWLEDGE THREATENED, ANY
CLAIM OR ACTION ALLEGING THAT THE INTELLECTUAL PROPERTY RIGHTS USED BY THE
COMPANY OR ANY SUBSIDIARY VIOLATES OR INFRINGES THE RIGHTS OF ANY PERSON.
THE
COMPANY HAS TAKEN ALL STEPS REASONABLY REQUIRED IN ACCORDANCE WITH SOUND
BUSINESS PRACTICE AND BUSINESS JUDGMENT TO ESTABLISH AND PRESERVE ITS OWNERSHIP
OF SUCH INTELLECTUAL PROPERTY RIGHTS.
(P)
INTERNAL ACCOUNTING CONTROLS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES
MAINTAINS A SYSTEM OF 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. THE COMPANY HAS ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS
DEFINED IN EXCHANGE ACT RULES 13A-14 AND 15D-14) FOR THE COMPANY AND DESIGNED
SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE 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 CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE
FILING DATE OF THE FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2003 (SUCH DATE, THE
"EVALUATION DATE").
THE COMPANY PRESENTED IN ITS FORM 10-Q FOR THE QUARTER
ENDED JUNE 30, 2003 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, TO THE
COMPANY'S KNOWLEDGE, IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT THE
COMPANY'S INTERNAL CONTROLS.
(Q)
CERTAIN FEES.
EXCEPT AS DISCLOSED IN SECTION 3(Q) OF THE DISCLOSURE
SCHEDULE, NO BROKERAGE OR FINDER'S FEES OR COMMISSIONS ARE OR WILL BE PAYABLE BY
THE COMPANY TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT, FINDER, PLACEMENT
AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THE PURCHASERS SHALL HAVE NO OBLIGATION WITH
RESPECT TO ANY FEES OR WITH RESPECT TO ANY CLAIMS MADE BY OR ON BEHALF OF OTHER
PERSONS FOR FEES OF A TYPE CONTEMPLATED IN THIS SECTION THAT MAY BE DUE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(R)
PRIVATE PLACEMENT. ASSUMING THE ACCURACY OF THE PURCHASERS
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NO REGISTRATION UNDER
THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE SECURITIES