BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE COMMISSION WITH
RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS OR
THE NOTES THERETO, AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND FOR THE
DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO AND EXCEPT, IN THE CASE OF
INTERIM STATEMENTS, FOR THE ABSENCE OF FOOTNOTES AND AS PERMITTED BY FORM 10-Q,
SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, YEAR-END AUDIT
ADJUSTMENTS.
TO THE COMPANY'S KNOWLEDGE, THE FINANCIAL STATEMENTS IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006, SHALL
BE PREPARED ASSUMING THE COMPANY WILL CONTINUE AS A GOING CONCERN AND SHALL NOT
INCLUDE A "GOING CONCERN" QUALIFICATION IN THE OPINION ISSUED BY THE COMPANY'S
ACCOUNTANTS.
(I)
NO ADVERSE CHANGES.
SINCE THE DATE OF THE LATEST UNAUDITED FINANCIAL
STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2006, (I) THERE HAS BEEN NO
EVENT, OCCURRENCE OR DEVELOPMENT THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD
OR THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(II) THE COMPANY HAS NOT INCURRED ANY MATERIAL LIABILITIES 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, (III) THE COMPANY HAS NOT ALTERED ITS
METHOD OF ACCOUNTING OR THE IDENTITY OF ITS AUDITORS, (IV) THE COMPANY HAS NOT
DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS
STOCKHOLDERS, IN THEIR CAPACITIES AS SUCH, OR PURCHASED, REDEEMED OR MADE ANY
AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL STOCK (EXCEPT FOR
REPURCHASES BY THE COMPANY OF SHARES OF CAPITAL STOCK HELD BY EMPLOYEES,
OFFICERS, DIRECTORS, OR CONSULTANTS PURSUANT TO AN OPTION OF THE COMPANY TO
REPURCHASE SUCH SHARES UPON THE TERMINATION OF EMPLOYMENT OR SERVICES) AND
(V) THE COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER, DIRECTOR OR
AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK-BASED PLANS.
(J)
INTELLECTUAL PROPERTY.
TO THE COMPANY'S KNOWLEDGE, THE COMPANY AND THE
SUBSIDIARIES OWN, POSSESS, LICENSE OR HAVE OTHER RIGHTS TO USE ALL FOREIGN AND
DOMESTIC PATENTS, PATENT APPLICATIONS, REEXAMS, REISSUES, DIVISIONAL
CONTINUATIONS, OR ANY PATENT OR APPLICATION CLAIMING PRIORITY THEREFROM,
INCLUDING ANY PATENT THAT MAY BE ISSUED AS