Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31January 3, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year years ended March 31December 28, 2001 1997 and January 3, 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31January 3, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31January 3, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, 1998 and 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer Holder true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March August 31, 2001 2001, 2000, 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March August 31, 2001 and 2000 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for its fiscal quarter ended November 30, 2001 including the related notes and schedules thereto as well as thereto, all certified by the same unaudited chief financial statements as officer of and for the six month period ended September 31, 2001 Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March August 31, 2001 is hereinafter referred to as the "Balance Sheet" and March August 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31September 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Financial Statements are complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". ." The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1997, and the related audited statements of operations and cash flows for the fiscal year ended March 31September 30, 2001 1997, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September __, 2001 1997, is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1997, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete Schedule 3.10 of the Disclosure Schedule contains copies of its (a) the audited balance sheet of Seller as at March December 31, 2001 2020, 2021 and 2022, and the related audited statements of operations and cash flows of Seller for the fiscal year years then ended March and (b) the unaudited balance sheet of Seller as at July 31, 2001 2023 (the “Latest Balance Sheet”) and the related statements of operations and cash flows of Seller for the seven (7) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto thereto, are referred to herein as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subjectGAAP consistently applied throughout the periods presented and presents fairly, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Seller as at of the dates and for the periods indicated. For purposes hereofindicated therein; provided, however, that such Financial Statements may not contain footnotes required by GAAP and, in the audited balance sheet case of the Company as at March 31Financial Statements delivered pursuant to clause (b), 2001 is hereinafter referred are subject to as normal recurring and year-end adjustments that will not, individually or in the "Balance Sheet" and March 31aggregate, 2001 is hereinafter referred be material to as the "Balance Sheet Date"Seller. The Company Seller has no indebtedness, obligations or liabilities Liabilities of any kind other than those (whether accrued, absolute, contingent or otherwise, and whether due or to become duex) that would have been required to be reflected in, reserved against or otherwise described in the Latest Balance Sheet or in the notes thereto in accordance with GAAPSheet, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (y) incurred in the ordinary course of business consistent with the Company's past practices practice since the Latest Balance Sheet Date which individually or was in the aggregate do not previously disclosed exceed $10,000 or (z) expenses related to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing the transactions contemplated herein.

Financial Statements; No Undisclosed Liabilities. The Company has Sellers have delivered or made available to Buyer true and complete Purchaser copies of its audited balance sheet (A) the reviewed consolidated statement of assets, liabilities and stockholder's equity, the consolidated statement of revenues and expenses, the consolidated statement of stockholders' equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of the Companies as at March of December 31, 2001 2008, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants, (B) the unaudited consolidated statement of assets and liabilities and the related audited statements unaudited statement of operations income and cash flows for expenses of the fiscal year ended March Companies as of December 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 2009 (collectively, the "2009 Financial Statements"), and all management letters, if any, from (C) the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited unaudited consolidated balance sheet of the Company Companies as at March 31of February 28, 2001 is hereinafter 2010 (the "Interim Balance Sheet"). Items (A), (B) and (C) in this Section 3.1(j) collectively are referred to herein as the "Balance SheetCompany Financial Statements." and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has Financial Statements are all prepared on an income tax basis, not GAAP, but do include FAS 69 . Except as set forth in Schedule 3.1(j), as of the date of this Agreement, there is no indebtedness, obligations liability or liabilities obligation of any kind (kind, whether accrued, absolute, fixed, contingent or otherwise, and whether due of any Company other than (W) liabilities adequately reflected or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Interim Balance Sheet or in the notes thereto in accordance with GAAPSheet, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (X) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the 2009 Financial Statements and which, individually or in the aggregate would not reasonably be expected to have a material adverse effect on the any Company's past practices since , or (Z) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the Balance Sheet Date or was not previously disclosed to Astor Capitalnotes thereto, Inc. as agent were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and the 2009 Financial Statements fairly present in all material respects the financial position of the Companies covered thereby at the dates thereof and the results of the operations of the Companies covered thereby for Buyers or Buyer or disclosed the periods indicated in an SEC Filing accordance with income tax basis accounting.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1999, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March May 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March May 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31November 30, 2001 1998, as filed in connection with the Company's Quarterly Report on Form 10-Q on January 19, 1999, is hereinafter referred to as the "Balance Sheet" and March 31November 30, 2001 1998, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31June 30, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Material Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998 including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Material Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March 31January 2, 2001 2000, January 2, 1999 and January 2, 1998, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March 31January 2, 2001 2000, January 2, 1999 and January 2, 1998 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for each fiscal quarter ended since April 2, 2000 including the six month period ended September 31related notes and schedules thereto, 2001 all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31January 2, 2001 2000 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31January 2, 2001 2000 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1997 and December 31, 1998, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1996, 1997 and 1998 including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company ESI has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 2002 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2002 and December 31, 2001, and (ii) an unaudited Pro Forma balance sheet of the Company as at December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes, and subject, in case of the Pro Forma balance sheet to the absence of footnotes) and in conformity with the practices consistently applied by the Company ESI without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company ESI and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company ESI and its subsidiaries as at March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet Date". The Company Neither ESI nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the CompanyESI's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1995 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1995 and December 31, 1994 and (ii) unaudited consolidated balance sheets as at March 31, 1996, June 30, 1996 and September 30, 1996, respectively, and the related unaudited consolidated statements of operations and cash flows for the three-month periods ended March 31, 2001 1996, June 30, 1996 and September 30, 1996, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 and December 31, 1996 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each To the best of the Company's knowledge, each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2004 and 2003, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 2004, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1998 and July 31, 1999 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999, is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accruedacquired, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer each Purchaser true and complete copies of its audited consolidated balance sheet as at March December 31, 2001 2003 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2003 and December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiary as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiary as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor its subsidiary has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998, 1997 and 1996 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1997 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1997 and December 31, 1996 and (ii) unaudited consolidated balance sheets as at March 31, 1998, June 30, 1998 and September 30, 1998, respectively, and the related unaudited consolidated statements of operations and cash flows for the periods ended March 31, 2001 1998, June 30, 1998 and September 30, 1998, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2000 and 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2000, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1996 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1996 and December 31, 1995 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September March 31, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 26, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on November 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 31September 26, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Xxxxx has delivered or made available to Buyer the Company true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Xxxxx without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Xxxxx as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company Xxxxx as at March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Xxxxx has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's Xxxxx'x past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March 31June 30, 2001 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March 31June 30, 2001 1999, 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for each fiscal quarter ended since June 30, 1999 including the six month period ended September 31related notes and schedules thereto, 2001 all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31June 30, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31June 30, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was is not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Tadeo has delivered or made available to Buyer the Xxxxxny true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Tadeo without modification of the xx xxe accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Tadeo as at the dates and for the fxx xxe periods indicated. For purposes hereof, the audited balance sheet of the Company Tadeo as at March 31June 30, 2001 is hereinafter 1998 ix xxxeinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Tadeo has no indebtedness, obligations xxxxxations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the CompanyTadeo's past practices since the Balance sincx xxx Xalance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March October 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March October 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September January 31, 2001 (1999 collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents presents, subject to the limitations set forth in the report of the Company's independent accountants, the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1996, 1997 and 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the six three and nine-month period periods ended September 3130, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year years ended March 31September 30, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has and the Shareholders have delivered or made available to Buyer true and complete copies the Purchaser balance sheets of its audited balance sheet the Company as at March of December 31, 2001 1996, 1995 and 1994 and as of June 30, 1997 and the related audited statements of operations income, retained earnings and cash flows and the notes thereto for the fiscal year periods then ended March 31, 2001 including the related notes and schedules thereto (hereinafter referred to as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"). The Financial Statements with respect to the periods ended December 31, 1996, 1995 and all management letters1994 have been audited by Price Waterhouse L.L.P., if any, from the Company's independent auditors relating to the dates accountants, and periods covered by the Financial Statements. Each of the Financial Statements with respect to the period ended June 30, 1997 has been compiled by Simon, Tapper and Company, P.A., independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the generally accepted accounting principles used in applied consistently throughout the preparation thereof, periods involved. The Financial Statements fully and fairly presents present the financial position, results of operations and cash flows condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. For purposes hereof, The balance sheets contained in the audited Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as at March of December 31, 2001 is hereinafter referred to as 1996 included in the Financial Statements (the "1996 Balance Sheet" ") or as identified in Exhibit B, and March 31except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, material liabilities or obligations or liabilities of any kind (nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be , whether properly reflected inunder generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, reserved against and whether the amount thereof is readily ascertainable or otherwise described in not. A true and correct copy of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. Financial Statements is attached hereto as agent for Buyers or Buyer or disclosed in an SEC Filing .Exhibit C.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 3128, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on May 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 3128, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its (i) audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, (ii) its unaudited balance sheet and related statements of operations and cash flows for the thirteen (13) month period ending January 31, 2000, including in each case, the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998, is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998, is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2003 and 2002, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2003, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies (a) Attached as Schedule 4.10(a) hereto are (i) audited consolidated year-end balance sheets of its audited balance sheet Thane as at of March 31, 2001, 2000 and 1999 and statements of income, stockholders' equity and cash flow of Thane for each of the fiscal years then ended and (ii) an unaudited consolidated balance sheet of Thane as of September 30, 2001 and the related audited unaudited consolidated statements of income, stockholders' equity and cash flow for the six-month period then ended. Such balance sheets and the notes thereto fairly present the financial position of Thane at the respective dates thereof in accordance with GAAP and such statements of income, stockholders' equity and cash flow and the notes thereto fairly present the results of operations for the periods referred to therein, in accordance with GAAP, except that the unaudited financial statements have no notes attached thereto and do not have year-end audit adjustments (none of which would be material or recurring). All of the foregoing financial statements were prepared from the books and records of Thane. Thane does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Thane has not in the past five (5) fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any Subsidiary or business acquired by Thane. Except as set forth in Schedule 4.10(a) hereto, Thane does not have any obligation to make any additional Investments in any Person. All properties used in Thane's business operations during the period covered by the foregoing financial statements are reflected in the financial statements in accordance with and to the extent required by GAAP. The foregoing consolidated balance sheets and statements of operations, stockholders' equity and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter notes thereto are herein collectively referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the Thane Financial Statements."Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1998 and June 30, 1998, respectively (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .Date. M.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.