Common use of AMEX Rules Clause in Contracts

AMEX Rules. As of the Effective Date, the Company’s Board of Directors shall have validly appointed an audit committee and nominating committee whose composition satisfies the transitional requirements of the rules and regulations of the American Stock Exchange (“AMEX”) and the Company’s Board of Directors and/or audit committee and the nominating committee has each adopted a charter that satisfies the requirements of AMEX. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

AMEX Rules. As of the Effective Dateeffective date of the Registration Statement, the Company’s Board of Directors shall have validly appointed an audit committee and nominating committee whose composition satisfies the transitional requirements of the rules and regulations of the American Stock Exchange (“AMEX”) and the Company’s Board of Directors and/or audit committee and the nominating committee has each adopted a charter that satisfies the requirements of AMEX. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

AMEX Rules. As of the Effective Date, the Company’s Board of Directors (the shall have validly appointed an audit committee and nominating committee whose composition satisfies the transitional requirements of the rules and regulations of the American Stock Exchange (“AMEX”) and the Company’s Board of Directors and/or audit committee and the nominating committee has each adopted a charter that satisfies the requirements of AMEX. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.. Maxim Group LLC ________________, 2006

AMEX Rules. As of the Effective Dateeffective date of the Registration Statement, the Company’s 's Board of Directors shall have validly appointed an audit committee, nominating committee and nominating compensation committee whose composition satisfies the transitional requirements of the rules and regulations of the American Stock Exchange (“"AMEX”") and the Company’s Board of Directors and/or audit committee and the nominating committee has each adopted a charter that satisfies the requirements of AMEX. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s 's ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal control over financial reporting.