Common use of AMEX Clause in Contracts

AMEX. As of the Effective Date, the Board shall have validly appointed an audit committee and nominating committee, whose composition satisfies the requirement of the rules and regulations of the American Stock Exchange (the "AMEX") and the Board and/or audit committee and the nominating committee has each adopted a charter that satisfies the Maxim Group LLC _________________, 2007 Page 19 of 50 requirements of AMEX. Neither the Board 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. As of the Effective Date, the Board shall have validly appointed an audit committee and nominating committee, whose composition satisfies the requirement of the rules and regulations of the American Stock Exchange (the "AMEX") and the Board and/or audit committee and the nominating committee has each adopted a charter that satisfies the Maxim Group LLC _________________, 2007 Page 19 of 50 requirements of AMEX. Neither the Board 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 _________________, 2007 Page 20 of 50