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-15(E) AND 15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE
CONTROLS AND PROCEDURES TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE
COMPANY IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S MOST RECENTLY
FILED PERIODIC REPORT UNDER THE EXCHANGE ACT, 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 THE END OF THE PERIOD PRIOR TO THE
FILING DATE OF THE MOST RECENTLY FILED QUARTERLY OR ANNUAL PERIODIC REPORT UNDER
THE EXCHANGE ACT (SUCH DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN
ITS MOST RECENTLY FILED QUARTERLY OR ANNUAL PERIODIC REPORT UNDER THE EXCHANGE
ACT 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 OVER FINANCIAL REPORTING (AS SUCH
TERM IS DEFINED IN RULE 13A-15(F) UNDER THE EXCHANGE ACT) OR IN OTHER FACTORS
THAT HAS MATERIALLY AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE
COMPANY'S INTERNAL CONTROLS OVER FINANCIAL REPORTING.
3.24
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY NOR
ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR OTHER PERSON ACTING ON BEHALF OF THE
COMPANY HAS, IN THE COURSE OF ITS ACTIONS FOR, OR ON BEHALF OF, THE COMPANY,
(I) DIRECTLY OR INDIRECTLY, USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL
CONTRIBUTION, GIFT, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATING TO
POLITICAL ACTIVITY; (II) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY
FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS;
(III) VIOLATED OR IS IN VIOLATION OF IN ANY MATERIAL RESPECT ANY PROVISION OF
THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED; OR (IV) MADE ANY
UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER UNLAWFUL
PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE.
3.25
NO MANIPULATION OF STOCK.
NEITHER THE COMPANY NOR,
TO ITS KNOWLEDGE, ANY OF ITS AFFILIATES HAS TAKEN, NOR WILL THE COMPANY 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 OR ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF
ANY OF THE SHARES.
3.36
COMPANY ACKNOWLEDGEMENT OF PURCHASER
REPRESENTATION.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE INVESTOR DOES NOT
MAKE OR HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED