COMPLY AS TO FORM IN ALL
MATERIAL RESPECTS WITH THE SEC'S RULES AND REGULATIONS WITH RESPECT THERETO,
WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE
INDICATED THEREIN OR IN THE NOTES THERETO) AND FAIRLY PRESENT (SUBJECT, IN THE
CASE OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS, TO NORMAL, RECURRING
YEAR-END AUDIT ADJUSTMENTS THAT ARE NOT MATERIAL AND TO THE ABSENCE OF
FOOTNOTES) THE FINANCIAL POSITION AND STOCKHOLDERS' EQUITY OF THE COMPANY AS OF
THE RESPECTIVE DATES THEREOF AND THE CONSOLIDATED EARNINGS AND CASH FLOWS FOR
THE RESPECTIVE PERIODS THEN ENDED.
(C)
THE COMPANY HAS A DULY CONSTITUTED AUDIT COMMITTEE OF ITS BOARD OF
DIRECTORS (THE "AUDIT COMMITTEE"), AND SUCH COMMITTEE HAS OPERATED IN ACCORDANCE
WITH THE LAWS AND REGULATIONS APPLICABLE TO THE COMPANY.
THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS HAVE REVIEWED EACH INTERIM FINANCIAL STATEMENT IN
ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLE FEDERAL SECURITIES LAWS, THE
AUDIT COMMITTEE'S CHARTER AND THE COMMISSION'S RULES AND REGULATIONS.
THE
COMPANY HAS RECEIVED NO COMMUNICATIONS FROM ITS INDEPENDENT PUBLIC ACCOUNTANTS
THAT THE INDEPENDENT PUBLIC ACCOUNTANTS ARE CONSIDERING OR ARE LIKELY TO
CONSIDER ISSUING ANY REPORT OTHER THAN A CLEAN, UNQUALIFIED OPINION AS TO THE
COMPANY'S AUDITED FINANCIAL STATEMENTS OR HAVE RAISED ANY UNRESOLVED ISSUES WITH
RESPECT TO ANY OF THE COMPANY'S INTERIM FINANCIAL STATEMENTS.
3.7.
NO INTEGRATION. NEITHER THE COMPANY NOR, TO THE COMPANY'S
KNOWLEDGE, ITS AFFILIATES (AS DEFINED IN RULE 501(B) UNDER THE SECURITIES ACT)
("AFFILIATES") HAS, DIRECTLY OR THROUGH ANY AGENT, DURING THE SIX MONTH PERIOD
ENDING ON THE DATE OF THIS AGREEMENT, SOLD, OFFERED FOR SALE, SOLICITED OFFERS
TO BUY OR OTHERWISE NEGOTIATED IN RESPECT OF, ANY SECURITY (AS DEFINED IN THE
SECURITIES ACT) IN A MANNER THAT WOULD CAUSE THE OFFER AND SALE OF THE SHARES TO
FAIL TO BE ENTITLED TO THE EXEMPTION AFFORDED BY REGULATION D, OR UNDER SECTION
4(2) OF THE SECURITIES ACT.
3.8.
NO PUBLIC OFFERING.
NEITHER THE COMPANY NOR, TO THE COMPANY'S
KNOWLEDGE, ITS AFFILIATES HAVE ENGAGED, IN CONNECTION WITH THE OFFERING OF THE
SHARES, (I) IN ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN
THE MEANING OF RULE 502(C) UNDER THE SECURITIES ACT, (II) IN ANY MANNER
INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES
ACT, (III) IN ANY ACTION WHICH WOULD VIOLATE APPLICABLE STATE SECURITIES, OR
"BLUE SKY," LAWS, OR IN ANY DIRECTED SELLING EFFORTS WITHIN THE MEANING OF SEC
REGULATION S.
3.9.
CONFORMITY OF DESCRIPTIONS.
THE SHARES OF COMMON STOCK PURCHASED
BY LBH HEREUNDER CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTIONS CONTAINED
IN THE COMPANY'S SEC REPORTS AND OTHER FILINGS WITH THE SEC.
3.10.
NO MATERIAL ADVERSE CHANGES.
EXCEPT AS DISCLOSED ON SCHEDULE 3.10
OR IN THE SEC REPORTS, SINCE OCTOBER 30, 2006 THERE HAS BEEN NO (I) MATERIAL
ADVERSE CHANGE IN THE BUSINESS, PROSPECTS,
4
RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY, CASH FLOWS, FINANCIAL CONDITION OF
THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, WHETHER OR NOT ARISING IN
THE