Common use of Internal Accounting Controls Clause in Contracts

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the CompanyCompany in the reports it files or submits under the Exchange Act is recorded, including its Subsidiariesprocessed, is made known to summarized and reported, within the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for period covered by the Company's ’s most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company Seller and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Seller has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company Seller and designed such disclosure controls and procedures to ensure that material information relating to the CompanySeller, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Seller’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's Seller’s certifying officers have evaluated the effectiveness of the Company's Seller’s disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for period covered by the Company's Seller’s most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company Seller presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's Seller’s internal controls control over financial reporting (as such term is defined in Item 307(bRule 13a-15(f) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's Seller’s internal controlscontrol over financial reporting.

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the CompanyCompany in the reports it files or submits under the Exchange Act is recorded, including its Subsidiariesprocessed, is made known to summarized and reported, within the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for period covered by the Company's ’s most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including Company and its Subsidiaries, Subsidiaries is made known to the Company’s certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is are being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date end of the reporting period covered by the Company’s Form 10-Q for KSB and each of the Company's most recently ended fiscal quarter ’s Forms 10-QSB filed with the Commission (each such date, the "“Evaluation Date"). The Company ”) and presented in its most recently filed Form 10-K or Form 10-Q the each such report their conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the applicable Evaluation Date. Since the Evaluation DateDate of the Company’s most recently filed Form 10-KSB or Form 10-QSB, there have been no significant changes in the Company's ’s disclosure controls and procedures, the Company’s internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actor 15d-15(f) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols over financial reporting.

Internal Accounting Controls. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Qmost recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q period report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form ’s Forms 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined described in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently fiscal year ended fiscal quarter December 31, 2002 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415(d)-15(e) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date last day of the period covered by the Form 10-Q QSB for the Company's ’s most recently ended fiscal quarter (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined described in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, without inquiry, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entitiesthe Company, particularly during the period in which the Company's Form 10-K or 10-Qmost recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q period report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could would reasonably be expected to significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls control over financial reporting (as such term is defined in the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established Company’s certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act rules 13a-14 and 15d-14Act) for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period periods since December 31, 2003 in which the Company's Form 10-K or 10-Q, as ’s filings under the case may be, is being Exchange Act have been prepared. The Company's certifying officers have ; (b) evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for and presented in the Company's most recently ended fiscal quarter (such date, ’s filings under the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the Exchange Act their conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations procedures, as of the Evaluation Date. Since end of the Evaluation Dateperiods covered by such filings since December 31, 2003 under the Exchange Act based on such evaluation; and (c) since the last evaluation date referred to in (b) above, there have has been no significant changes change in the Company's ’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting have been identified.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s or its Subsidiaries’ internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s or its Subsidiaries’ internal controls.

Internal Accounting Controls. The Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures so that they are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without limitation, controls and procedures designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would significantly affect the Company's ’s internal controls. Neither the Company nor any of its Subsidiaries has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting Controls. The Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange 1934 Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q 1934 Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange 1934 Act) or, to the Company's knowledgeCompany'x xxxxxxdge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly including during the period periods in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K Rule 13a-15 under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain uKarma maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company uKarma has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company uKarma and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, uKarma is made known to the certifying officers by others within those entities, particularly during the period in which the Company's uKarma’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's uKarma’s certifying officers have evaluated the effectiveness of the Company's uKarma’s controls and procedures as of a date within 90 days end of the filing period prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2009 (such date, the "“Evaluation Date"”). The Company uKarma presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's uKarma’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, ). There has been no disclosure to the Company's knowledgeBoard, Audit Committee or independent auditors of any significant deficiencies or material weakness in the design or operation of interim controls over financial reporting requiring corrective action, any fraud that involves management or other factors that could significantly affect employees who have a significant role in the Company's or any Subsidiary's internal controls, any material complaints or claims made relating to the Company's or any Subsidiary's internal accounting controls, and any report by any attorney representing the Company or any of its Subsidiaries of a material violation of Law or similar matters (provided that the foregoing representations shall be limited to the knowledge of the Company with respect to any of the foregoing that may have occurred prior to August 24, 2004).

Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entitiesthe Company, particularly during the period in which the Company's Form 10-K or 10-Qmost recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q period report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient in the judgment of the Company’s management to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material the Company is able to collect the information relating that it is required to disclose in the Companyreports it files with the Commission and to process, including its Subsidiaries, is made known to summarize and disclose this information in the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter June 30, 2007 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q QSB for the quarter ended June 30, 2007, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange ActAct Rule 13a-15) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter March 31, 2003 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, Company in the reports that it files or submits under the Exchange Act is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Securities Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actand 15d-15(f)) or, to the Company's ’s knowledge, in other factors that could significantly would materially affect the Company's ’s internal controlscontrol over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Dateperiod covered by such report. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures, controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q QSB for the Company's most recently quarter ended fiscal quarter April 30, 2003 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) 308T of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including Company and its Subsidiaries, Subsidiaries is made known to the Company's certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is are being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date end of the reporting period covered by the Company's Form 10-Q for KSB and each of the Company's most recently ended fiscal quarter Forms 10-QSB filed with the Commission (each such date, the "Evaluation Date"). The Company ) and presented in its most recently filed Form 10-K or Form 10-Q the each such report their conclusions of the certifying officers about the effectiveness of the Company's disclosure controls and procedures based on their evaluations as of the applicable Evaluation Date. Since the Evaluation DateDate of the Company's most recently filed Form 10-KSB or Form 10-QSB, there have been no significant changes in the Company's disclosure controls and procedures, the Company's internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actor 15d-15(f) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controlscontrols over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant material changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly would materially affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q for the quarter ended June 30, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain Each Loan Party maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures so that they are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without limitation, controls and procedures designed to ensure that material information relating to the Company, including its Subsidiaries, Loan Parties is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would significantly affect the Company's ’s internal controls. No Loan Party has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting Controls. The Company Parent and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Parent has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company Parent and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by Parent in the Company, including its Subsidiaries, reports that it files or submits under the Exchange Act is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Parent’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's Parent’s certifying officers have evaluated the effectiveness of the Company's Parent’s disclosure controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Securities Act for the Company's Parent’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company Parent presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's Parent’s internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actand 15d-15(f)) or, to the Company's Parent’s knowledge, in other factors that could significantly would materially affect the Company's Parent’s internal controlscontrol over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in that would be required to be disclosed pursuant to Item 307(b308(c) of Regulation S-K under the Exchange Act) Act or, to the Company's ’s knowledge, in other factors that could significantly affect reasonably be expected to have a Material Adverse Effect on the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company itself and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect any of the Company's ’s internal controls.

Internal Accounting Controls. The Except as set forth in Schedule 2.24, the Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company that could reasonably be expected to delay the filing or processing of a registration statement with the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q QSB for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "Evaluation Date"). The Company presented in its most recently filed the Form 10-K or Form 10-Q QSB for the quarter ended June 30, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K B under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange the 1934 Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q 1934 Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in that would be required to be disclosed pursuant to Item 307(b308(c) of Regulation S-K under the Exchange Act) 1934 Act or, to the Company's ’s knowledge, in other factors that could significantly affect reasonably be expected to have a material adverse effect on the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial records of the Company accurately reflect in all material respects the information relating to the business of the Company, the location and collection of its assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entitiesthe Company, particularly during the period in which the Company's ’s Form 10-K (or 10-QKSB) or 10-Q (or 10-QSB), as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently year ended fiscal quarter December 31, 2002 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed the Form 10-K or Form 10-Q for the quarter ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial records of the Company accurately reflect in all material respects the information relating to the business of the Company, the location and collection of its assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company. The Company has established disclosure controls and procedures (as defined in Exchange 1934 Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entitiesthe Company, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently year ended fiscal quarter March 31, 2004 (such date, the "Evaluation Date"). The Company presented in its most recently filed the Form 10-K or Form 10-Q for the year ended March 31, 2004, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act0000 Xxx) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Solvency. Based on the financial condition of the Company as of date hereof and as of the Closing Date: (i) the Company's fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company's existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company's assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

Internal Accounting Controls. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15 and 15d-1415d-15) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Annual Report and the Company’s most recently filed Quarterly Report on Form 10-Q for the Company's most recently ended fiscal quarter (each such date, the "an “Evaluation Date"”). The Company presented in the Annual Report and its most recently filed Form 10-K or Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the Annual Report, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls, except as expressly disclosed in the Select SEC Documents as to changes that occurred after the Evaluation Date.

Internal Accounting Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended June 30, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Qmost recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q period covered for the Company's most recently ended fiscal quarter (such date, the "Evaluation Date")report. The Company presented in its most recently filed Form 10-K or Form 10-Q Q, as the case may be, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Dateend of the period covered by such report. Since the Evaluation Dateend of the period covered by such report, there have been no significant changes in the Company's internal controls (as such term is defined used in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the CompanyCompany in the reports it files or submits under the Exchange Act is recorded, including its Subsidiariesprocessed, is made known to summarized and reported, within the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for period covered by the Company's ’s most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended ’s fiscal quarter ended June 30, 2007 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) 308 of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols which was required to be disclosed in the SEC Reports and was not so disclosed.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in that would be required to be disclosed pursuant to Item 307(b308(c) of Regulation S-K under the Exchange Act) Act or, to the Company's ’s knowledge, in other factors that could significantly affect reasonably be expected to have a Material Adverse Effect on the Company's ’s internal controls.

Internal Accounting Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 1020-K or 10-Q, as the case may be, F is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 1020-K or Form 10-Q F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Accounting Controls. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for 2002 Annual Report and the Company's most recently ended fiscal quarter filed Quarterly Report on Form 10-Q (each such date, the an "Evaluation DateEVALUATION DATE"). The Company presented in the 2002 Annual Report and its most recently filed Form 10-K or Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Absence of Certain Changes. Except as set forth in Section 3(i) of the Disclosure Schedule, since December 31, 2002, there has been no material adverse change and no material adverse development in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or receivership law, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings with respect to the Company or any of its Subsidiaries. Transactions With Affiliates. Except as set forth in Section 3(j) of the Disclosure Schedule, none of the officers, directors, or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services solely in their capacity as officers, directors or employees), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or any corporation, partnership, trust or other entity in which any such officer, director, or employee has an ownership interest of five percent or more or is an officer, director, trustee or partner. Absence of Litigation. Except as disclosed in Section 3(k) of the Disclosure Schedule, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (including, without limitation, the SEC) pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company, any of its Subsidiaries, or any of their respective directors or officers in their capacities as such. There are no facts which, if known by a potential claimant or governmental authority, could give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Securities Act or the Exchange Act.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for the Company's most recently ended fiscal quarter period ending September 30, 2003 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended September 30, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) control over financial reporting or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q QSB for the Company's ’s most recently ended fiscal quarter (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. Except as set forth on Schedule 3.1(t), the Company is in compliance with all requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the CompanyCompany in the reports it files or submits under the Exchange Act is recorded, including its Subsidiariesprocessed, is made known to summarized and reported, within the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for period covered by the Company's ’s most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls over financial reporting (as such term is defined in Item 307(bRule 13a-15(e) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2002 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended September 30, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the ---------------------------- Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Qmost recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q period report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls).

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter May 31, 2003 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended May 31, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's ’s most recently ended fiscal quarter (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2002 (such date, the "Evaluation EVALUATION Date"). The Company presented in its most recently filed Form 10-K k or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Except as set forth in Schedule 2.24, the Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company that could reasonably be expected to delay the filing or processing of a registration statement with the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q KSB for the Company's most recently year ended fiscal quarter December 31, 2002 (such date, the "Evaluation Date"). The Company presented in its most recently filed the Form 10-K or Form 10-Q KSB for the year ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K B under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Existing Company and the Subsidiaries Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company Entities and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company Entities is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's Existing Company Entities’ internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's any Company Entity’s internal controls.

Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently fiscal year ended fiscal quarter December 31, 2002 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed the Form 10-K or Form 10-Q for the fiscal year ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would reasonably be expected to significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter December 31, 2004 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended December 31, 2004 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415(d)-15(e) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date last day of the period covered by the Form 10-Q QSB for the Company's ’s most recently ended fiscal quarter (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined described in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, without inquiry, in other factors that could significantly and adversely affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for 2002 Annual Report and the Company's most recently ended fiscal quarter filed Quarterly Report on Form 10-Q (each such date, the an "Evaluation Date"). The Company presented in the 2002 Annual Report and its most recently filed Form 10-K or Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2002 Annual Report, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Absence of Certain Changes. Except as set forth in Section 3(i) of the Disclosure Schedule, since December 31, 2002, there has been no material adverse change and no material adverse development in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or receivership law, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings with respect to the Company or any of its Subsidiaries. Transactions With Affiliates. Except as set forth in Section 3(j) of the Disclosure Schedule, none of the officers, directors, or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services solely in their capacity as officers, directors or employees), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or any corporation, partnership, trust or other entity in which any such officer, director, or employee has an ownership interest of five percent or more or is an officer, director, trustee or partner. Absence of Litigation. Except as disclosed in Section 3(k) of the Disclosure Schedule, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (including, without limitation, the SEC) pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company, any of its Subsidiaries, or any of their respective directors or officers in their capacities as such. There are no facts which, if known by a potential claimant or governmental authority, could give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Securities Act or the Exchange Act.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2002 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended September 30, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for the Company's ’s most recently ended fiscal quarter (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including Company and its Subsidiaries, Subsidiaries is made known to the Company’s certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is are being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date end of the reporting period covered by the Company’s Form 10-Q for KSB and each of the Company's most recently ended fiscal quarter ’s Forms 10-QSB filed with the Commission (each such date, the "“Evaluation Date"). The Company ”) and presented in its most recently filed Form 10-K or Form 10-Q the each such report their conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the applicable Evaluation Date. Since the Evaluation DateDate of the Company’s most recently filed Form 10-KSB or Form 10-QSB, there have been no significant changes in the Company's ’s disclosure controls and procedures, the Company’s internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actor 15d-15(f) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols over financial reporting.

Internal Accounting Controls. The Company and the Subsidiaries Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariesthe Subsidiary, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and each of the Subsidiaries maintain maintains a system of internal accounting controls sufficient in the judgment of the Company’s management to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material the Company is able to collect the information relating that it is required to disclose in the Companyreports it files with the Commission and to process, including its Subsidiaries, is made known to summarize and disclose this information in the certifying officers by others within those entities, particularly during time periods specified in the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedCommission’s rules. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently ended fiscal quarter June 30, 2007 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q QSB for the quarter ended June 30, 2007, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange ActAct Rule 13a-15) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company, which could reasonably be expected to delay the filing or processing of the Underlying Shares Registration Statement, and the Company is current with respect to any fees owed to its accountants and lawyers. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2002 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended September 30, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently fiscal year ended fiscal quarter December 31, 2002 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15 and 15d-1415d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the 2004 Annual Report and the Company’s most recently filed Quarterly Report on Form 10-Q for the Company's most recently ended fiscal quarter (each such date, the "an “Evaluation Date"”). The Company presented in the 2004 Annual Report and its most recently filed Form 10-K or Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2004 Annual Report, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter February 29, 2004 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended February 29, 2004 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would reasonably be expected to significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB, 10-K, 10-Q or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is Q was being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls. The books and records of the Company and its Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company or any Subsidiary to the extent required to be contained therein.

Internal Accounting Controls. The Except as set forth on Schedule 2.8, the Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the 2008 Annual Report and the Company’s most recently filed Quarterly Report on Form 10-Q for the Company's most recently ended fiscal quarter (each such date, the "an “Evaluation Date"”). The Company presented in the 2008 Annual Report and its most recently filed Form 10-K or Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2008 Annual Report, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures, controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 ninety (90) days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter June 30, 2003 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K k or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Except as set forth in the Disclosure Materials, the Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the Disclosure Materials, the Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 1020-K or 10-Q, as the case may be, F is being prepared. The Company's certifying officers have evaluated the effectiveness of To the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for ’s knowledge, there are no material weaknesses in the Company's most recently ended fiscal quarter (such date, the "Evaluation Date"). The Company presented ’s internal control over financial reporting in its most recently filed Form 1020-K or Form 10-Q F. Since the conclusions filing of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation DateCompany’s most recent Form 20-F, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b308(c) of Regulation Regulations S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Internal Accounting Controls. The Company and Except as described in Dauphin’s Form 10-K for the Subsidiaries maintain year ended December 31, 2004, since December 31, 2004, Dauphin has maintained a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Dauphin has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company Dauphin and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Dauphin is made known to the certifying officers officer by others within those entities, particularly during the period in which the CompanyDauphin's Form 10-K or 10-Q, as the case may be, is being prepared. The CompanyDauphin's certifying officers have officer has evaluated the effectiveness of the CompanyDauphin's controls and procedures as of a date within 90 days end of the filing period prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2005 (such date, the "“Evaluation Date"”). The Company Dauphin presented in its most recently filed Form 10-K K, or Form 10-Q Q, the conclusions of the certifying officers officer about the effectiveness of the disclosure controls and procedures based on their evaluations his evaluation as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the CompanyDauphin's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter September 30, 2003 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Each of the Company and the Subsidiaries maintain AuraSound maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days end of the filing period prior to the filing date of the Form 10-Q QSB for the Company's most recently quarter ended fiscal quarter March 31, 2007 (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter March 31, 2003 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q for the quarter ended March 31, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q K for the Company's most recently year ended fiscal quarter December 31, 2002 (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed the Form 10-K or Form 10-Q for the year ended December 31, 2002 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ithat(i) transactions are executed in accordance with management's general or specific authorizations, (authorizations ,ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability , (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being preparedprepared . The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in that would be required to be disclosed pursuant to Item 307(b308(c) of Regulation S-S­ K under the Exchange Act) Act or, to the Company's knowledge, in other factors that could significantly affect reasonably be expected to have a Material Adverse Effect on the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15 and 15d-1415d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for the Company's most recently quarter ended fiscal quarter March 31, 2003 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or the Form 10-Q for the quarter ended March 31, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended ’s fiscal quarter ended September 30, 2006 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols which was required to be disclosed in the SEC Reports and was not so disclosed.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined described in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controlscontrols which was required to be disclosed in the SEC Reports and was not so disclosed.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the Company’s certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is are being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of a date within 90 days prior to the filing date end of the reporting period covered by the Company’s Form 10-Q for KSB and each of the Company's most recently ended fiscal quarter ’s Forms 10-QSB filed with the Commission (each such date, the "“Evaluation Date"). The Company ”) and presented in its most recently filed Form 10-K or Form 10-Q the each such report their conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the applicable Evaluation Date. Since the Evaluation DateDate of the Company’s most recently filed Form 10-KSB or Form 10-QSB, there have been no significant changes in the Company's ’s disclosure controls and procedures, the Company’s internal controls control over financial reporting (as such term is defined in Item 307(bExchange Act Rules 13a-15(f) of Regulation S-K under the Exchange Actor 15d-15(f)) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols over financial reporting.

Internal Accounting Controls. The Company and the each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Annual Report on Form 1020-K F or 10Current Reports on Form 6-QK, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the Form 10-Q for 2003 Annual Report and the Company's most recently ended fiscal quarter filed Current Report on Form 6-K (each such date, the an "Evaluation DateEVALUATION DATE"). The Company presented in the 2003 Annual Report and its most recently filed Current Report on Form 106-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the respective Evaluation Date. Since the Evaluation DateDate for the 2003 Annual Report, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company itself and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K B under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect any of the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for the Company's most recently ended fiscal quarter for which a report on Form 10-QSB has been filed (such date, the "Evaluation Date"). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, except for ongoing changes relating to integration of the business acquired from Florida Environmental Remediation Services, Inc., there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date end of the Form 10-Q for the Company's most recently ended fiscal quarter (such dateDecember 31, the "Evaluation Date")2003. The Company presented in its most recently filed Form 10-K or Form 10-Q KSB for the year ended December 31, 2003 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Dateevaluation. Since the Evaluation DateDecember 31, 2003, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) 307 of Regulation S-K B under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. (ac) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscribers as a result of the Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Subscribers' ownership of the Securities. (ad) Solvency. Based on the financial condition of the Company as of the Closing Date, after giving effect to the transactions contemplated hereby, (i) the Company's fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company's existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company's assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof, and including the anticipated proceeds of the sale of the Securities; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K or 10-Q, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in that would be required to be disclosed pursuant to Item 307(b308(c) of Regulation S-K under the Exchange Act) Act or, to the Company's knowledge’s Knowledge, in other factors that could significantly affect would reasonably be expected to have a Material Adverse Effect on the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-14 Rules 13a-15(e) and 15d-1415d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s Form 10-K KSB or 10-QQSB, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-B under the filing date of the Form 10-Q Exchange Act for the Company's ’s most recently ended fiscal quarter or fiscal year-end (such date, the "“Evaluation Date"”). The Company presented in its most recently filed Form 10-K KSB or Form 10-Q QSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Internal Accounting Controls. The Company and the Subsidiaries maintain each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act rules Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as in accordance with Item 307 of a date within 90 days prior to Regulation S-K under the filing date of the Form 10-Q Exchange Act for the Company's most recently ended fiscal quarter or fiscal year-end (such date, the "Evaluation DateEVALUATION DATE"). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b308(c) of Regulation S-K under the Exchange Act) or, to the Company's knowledgeKnowledge, in other factors that could significantly affect the Company's internal controls.