Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Since January 1, 1997, Cereus has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus SEC Reports contained no untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1997, Cereus Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus Parent is required to file any form, report or other document with the SEC. Cereus Parent has previously made available to ParentCereus, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K (as amended on Form 10-K/A) for the fiscal years ended December 31, 1998 and December 31, 1999, Annual Report on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years year ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Parent with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus PARENT SEC ReportsREPORTS"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, neither the Cereus Parent SEC Reports nor the documents describing the Mineral Transaction contained no any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus Parent included in CereusParent's Quarterly Reports Report on Form 10-QSB Q for the period ended March 31, 2000 (collectively, the "CEREUS PARENT FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1997, Cereus (a) Parent has previously made available to the Company (including through the SEC’s XXXXX system) true and complete copies of (a) Parent’s Annual Reports on Form 10-KSB filed with the SEC for each of the years ended June 30, 2003 through 2005; (b) Parent’s Quarterly Reports on Form 10-QSB filed with the SEC for the quarters ended September 30, 2005 and December 31, 2005; (c) each definitive proxy statement filed by Parent with the SEC since December 31, 2003; (d) each registration statement, prospectus and any amendments or supplements thereto filed by Parent with the SEC since December 31, 2003; and (e) all formsCurrent Reports on Form 8-K filed by Parent with the SEC since December 31, 2003. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements, reports registration statements, prospectuses, supplements and documents amendments (including individually a “Parent SEC Report” and, collectively, “Parent SEC Reports”) (a) complied as to form in all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunderAct, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments promulgated thereunder and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus SEC Reports contained no did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited consolidated interim financial statements included in Cereus's Quarterly the Parent SEC Reports on Form 10-QSB for (including any related notes and schedules) complied as to form, as of their respective dates of filing with the period ended March 31SEC, 2000 (collectivelyin all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "CEREUS FINANCIAL STATEMENTS"), have been were prepared in accordance with United States generally accepted accounting principles past practice and GAAP consistently applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto) and fairly present presented the financial position of Cereus Parent and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since June 30, 2003, Parent has timely filed all material reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 1997, Cereus The Company has filed with the SEC timely made all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) filings required to be filed made by it under each of the Securities Act, the Exchange Act and (defined below). The Company has delivered, or made available on its website or otherwise, to the respective rules and regulations thereunder, all Purchaser prior to the execution of which, as amended if applicable, complied when filed in all material respects with all applicable requirements this Agreement a copy of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Company's Annual Reports Report on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB K for the fiscal year ended December 31, 19992003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2003, the Company's Current Reports on Form 8-K that were filed on January 12, 2004, February 20, 2004, April 8, 2004, April 14, 2004, April 21, 2004, April 23, 2004, May 6, 2004 and June 4, 2004, and the definitive proxy statement for the Company's 2004 annual meeting of stockholders, and through the Closing will deliver upon request any other Current Reports on Form 8-K filed since December 31, 2003 (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the SEC, including all information incorporated therein by reference, collectively, the "SEC Reports"). As The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) did not, at the time of their respective datesfiling, the Cereus SEC Reports contained no contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus the Company included in Cereus's Quarterly the SEC Reports on Form 10-QSB for comply in all material respects with applicable accounting requirements and the period ended March 31, 2000 (collectively, rules and regulations of the "CEREUS FINANCIAL STATEMENTS"), SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ("GAAP") (during the periods involved, except as may be indicated therein otherwise specified in such financial statements or in the notes thereto) , and fairly present in all material respects the financial position of Cereus the Company and its Subsidiaries consolidated subsidiaries as of and for the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports and Financial Statements. Since January 1September 28, 19971999, Cereus Telemate has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Telemate has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 2000 and 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders Shareholders (whether annual or special), (ii) actions by written consent in lieu of a stockholdersShareholders' meeting, in each case from January 1September 28, 1998 1999 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Telemate with the SEC since January 1September 28, 1997 1999 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus Telemate SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Telemate SEC Reports contained no untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 2000 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 years (collectively, the "CEREUS TELEMATE FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Telemate and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. (a) Since January 1December 31, 19971998, Cereus the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended (if applicable), complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus The Company has previously delivered or made available to Parent, via its EDGAX xxxings where available, Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 1999, 1998 and 19971999, as filed with the SEC, (bii) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1December 31, 1998 until the date hereof, and (ciii) all other reports, including quarterly reports, and registration statements filed by Cereus the Company with the SEC since January 1December 31, 1997 1998 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) filed prior to the date of this Agreement and such documents filed with the SEC subsequent to the date of this Agreement and prior to the consummation of the Offer are collectively referred to as the "Cereus Company SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Company SEC Reports contained no did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year years ended December 31, 1999 1998 and 1999, the two prior fiscal yearspreliminary interim consolidated financial statements of the Company for the quarter ending March 31, 2000 (previously furnished to Parent by the Company) and the unaudited consolidated interim financial statements of Cereus to be included in Cereusthe Company's Quarterly Reports Report on Form 10-QSB Q for the period ended quarter ending March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTSCompany Financial Statements"), ) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present or will fairly present, as the case may be, the financial position of Cereus the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of footnotes, none of which, individually or in the aggregate, would have or disclose a Company Material Adverse Effect). Since December 31, 1998, the Company has maintained consistent accounting policies with respect to the recording on its books of accounts and notes receivable.

Reports and Financial Statements. (a) Since January 1December 31, 1997, Cereus the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied when filed in all material respects when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus The Company has previously delivered or made available (including via the SEC XXXXX System) to Parent, via its EDGAX xxxings where available, Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 19991997, 1998 and 19971999, as filed with the SEC, ; (bii) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special)) from December 31, (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 1997 until the date hereof, ; and (ciii) all other reports, including quarterly reports, and registration statements filed by Cereus the Company with the SEC since January 1December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) are collectively being referred to as the "Cereus Company SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, ------------------- the Cereus Company SEC Reports contained no did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus and its Subsidiaries as None of the dates thereof and Company Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the results of their operations and changes in financial position for the periods then endedSEC.

Reports and Financial Statements. Since January 1, 1997, Cereus has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretoa) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus NPI has previously furnished or otherwise made available (by electronic filing or otherwise) to Parent, via its EDGAX xxxings where available, the Company true and complete copies of: (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K filed with the SEC for each of the fiscal years ended December 31, 1999, 1998 1999 and 1997, as 2000; (ii) each Quarterly Report on Form 10-Q filed with the SECSEC for the three fiscal quarters occurring since the Annual Report on Form 10-K for the year ended December 31, 1999; (biii) each definitive proxy statement filed with the SEC since December 31, 1999; (iv) each final prospectus filed with the SEC since December 31, 1999, except any final prospectus on Form S-8; and information statements relating to (iv) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements Current Reports on Form 8-K filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2000. As of their respective dates, such reports, proxy statements and prospectuses filed with the Cereus SEC Reports contained no by NPI (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of NPI's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited consolidated interim financial statements included in Cereus's Quarterly the SEC Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP"including any related notes and schedules) (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Cereus NPI and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 2000, NPI has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 1997, Cereus has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Chatwins has previously made available furnished to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments Reunion a true and supplements thereto) complete copy of its (ai) Annual Reports Report on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB K for the fiscal year ended December 31, 1998 (the "Chatwins 10-K") as filed with the Securities and Exchange Commission ("SEC"), (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 as filed with the SEC; and (iii) Current Reports on Form 8-K as filed with the SEC since March 31, 1999). Chatwins will provide Reunion with a true and complete copy of each Quarterly Report on Form 10-Q and each Current Report on Form 8-K promptly after filing such report with the SEC. As of their respective dates, the Cereus SEC Chatwins 10-K, Quarterly Reports contained no on Form 10-Q and Current Reports on Form 8-K referred to above did not, and will not, when filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited consolidated interim financial statements included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), such reports or other filings have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Cereus Chatwins and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flow of Chatwins and its subsidiaries for the periods then ended, subject in the case of unaudited interim financial statements, to normal year-end adjustments which are neither individually nor in the aggregate expected to be material.

Reports and Financial Statements. (a) Since January 1, 19971996, Cereus the Purchaser has filed with the SEC Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied when filed in all material respects respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus The Purchaser has previously delivered or made available to Parent, via its EDGAX xxxings where available, Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 19992000, 1998 December 31, 1999 and 1997December 31, 1998, as filed with the SEC, ; (bii) definitive proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1December 31, 1998 until the date hereof, ; and (ciii) all other reports, including quarterly reports, and registration statements filed by Cereus the Purchaser with the SEC since January 1December 31, 1997 1998 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) are collectively being referred to as the "Cereus Purchaser SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Cereus Purchaser SEC Reports contained no did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Purchaser included in the Purchaser's Annual Report on Form 10-K for the fiscal year years ended December 31, 2000, December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March December 31, 2000 1998 (collectively, the "CEREUS FINANCIAL STATEMENTSPurchaser Financial Statements"), ) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) applied on a basis consistent with prior periods and fairly present presented the consolidated financial position of Cereus the Purchaser and its the Purchaser Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Purchaser SEC Reports fairly presented the consolidated results of their operations of the Purchaser and changes in financial position the Purchaser Subsidiaries for the respective periods then endedended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures).

Reports and Financial Statements. Since January 1, 19971998, Cereus Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus Parent is required to file any form, report or other document with the SEC. Cereus Parent has previously made available to ParentTelemate, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB K (as amended on Form 10-KSBK/A) for the fiscal years ended December 31, 19992000, 1999 and 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholdersshareholders' meeting, in each case from January 1, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Parent with the SEC since January 1, 1997 1998 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus PARENT SEC ReportsREPORTS"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Parent SEC Reports contained no did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 2000 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 years (collectively, the "CEREUS PARENT FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 19971993, Cereus Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Parent has previously made available delivered to Parent, via its EDGAX xxxings where available, the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years year ended December 31, 1999, 1998 1994 and 1997for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholders' meeting, in each case meeting from January 1, 1998 1993, until the date hereof, and (c) all other reports, including quarterly reports, and or registration statements filed by Cereus Parent with the SEC since January 1, 1997 1993 (the documents referred to in clauses other than Registration Statements filed on Form S-8) (a)collectively, (b) and (c) are collectively referred to as the "Cereus Parent SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Parent SEC Reports contained no did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited interim consolidated financial statements of Cereus Parent included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 such reports (collectively, the "CEREUS FINANCIAL STATEMENTSParent Financial Statements"), ) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 19971998, Cereus has -------------------------------- National City and each of National City's subsidiaries have filed with the SEC all formsreports, registrations and statements, reports and documents (including all exhibitstogether with any required amendments thereto, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is that they were required to file any form, report or other document with the SECCommission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "National City Reports"). Cereus National City has previously made available to Parent, via its EDGAX xxxings where available, furnished or will promptly furnish Allegiant with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of National City's annual reports on Form 10-KSB (as amended K for the years 1998 through 2002 and its quarterly reports on Form 10-KSB/A) Q for the fiscal years quarters ended December March 31, 19992003, 1998 June 30, 2003 and 1997September 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2003. As of their respective dates, the Cereus SEC National City Reports contained no complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of Cereus National City included in Cereus's Quarterly the National City Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Cereus National City and its Subsidiaries National City's subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1, 19971998, Cereus has -------------------------------- Allegiant and each Allegiant Subsidiary have filed with the SEC all formsreports, registrations and statements, reports and documents (including all exhibitstogether with any required amendments thereto, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is that they were required to file any form, report or other document with the SECCommission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Allegiant Reports"). Cereus Allegiant has previously made available to Parent, via its EDGAX xxxings where available, furnished or will promptly furnish National City with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of Allegiant's annual reports on Form 10-KSB (as amended K for the years 1998 through 2002 and its quarterly reports on Form 10-KSB/A) Q for the fiscal years quarters ended December March 31, 19992003, 1998 June 30, 2003 and 1997September 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2003. As of their respective dates, the Cereus SEC Allegiant Reports contained no complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of Cereus Allegiant included in Cereus's Quarterly the Allegiant Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Allegiant and its Allegiant Subsidiaries taken as of a whole as at the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Allegiant and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Allegiant Reports. Allegiant's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1, 19971995, Cereus Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Parent has previously delivered or made available to Parent, via its EDGAX xxxings where available, the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years year ended December 31, 1999, 1998 1997 and 1997for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholders' meeting, in each case meeting from January 1, 1998 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Parent with the SEC since January 1, 1997 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Cereus Parent SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective datesdates (or, in the case of filing under the Securities Act, at the time of effectiveness), the Cereus Parent SEC Reports contained no did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and the two prior fiscal years, 1997 and the unaudited consolidated interim financial statements of Cereus included in CereusParent's Quarterly Reports Report on Form 10-QSB Q for the period ended March 31quarter ending June 30, 2000 1998 (collectively, the "CEREUS FINANCIAL STATEMENTSParent Financial Statements"), ) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (subject, in the case of unaudited interim financial statements to normal year-end adjustments, none of which, individually or in the aggregate, would have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole).

Reports and Financial Statements. Since January 1, 19971998, Cereus has National City and each of National City's subsidiaries have filed with the SEC all formsreports, registrations and statements, reports and documents (including all exhibitstogether with any required amendments thereto, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is that they were required to file any form, report or other document with the SECCommission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "National City Reports"). Cereus National City has previously made available to Parent, via its EDGAX xxxings where available, furnished or will promptly furnish Allegiant with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of National City's annual reports on Form 10-KSB (as amended K for the years 1998 through 2002 and its quarterly reports on Form 10-KSB/A) Q for the fiscal years quarters ended December March 31, 19992003, 1998 June 30, 2003 and 1997September 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2003. As of their respective dates, the Cereus SEC National City Reports contained no complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of Cereus National City included in Cereus's Quarterly the National City Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Cereus National City and its Subsidiaries National City's subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. (a) Since January 1, 19971996, Cereus the Purchaser has filed with the SEC Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied when filed in all material respects respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus The Purchaser has previously delivered or made available to Parent, via its EDGAX xxxings where available, Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 19992000, 1998 December 31, 1999 and 1997December 31, 1998, as filed with the SEC, ; (bii) definitive proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1December 31, 1998 until the date hereof, ; and (ciii) all other reports, including quarterly reports, and registration statements filed by Cereus the Purchaser with the SEC since January 1December 31, 1997 1998 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) are collectively being referred to as the "Cereus PURCHASER SEC ReportsREPORTS"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Cereus Purchaser SEC Reports contained no did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Purchaser included in the Purchaser's Annual Report on Form 10-K for the fiscal year years ended December 31, 2000, December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March December 31, 2000 1998 (collectively, the "CEREUS PURCHASER FINANCIAL STATEMENTS"), ) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) applied on a basis consistent with prior periods and fairly present presented the consolidated financial position of Cereus the Purchaser and its the Purchaser Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Purchaser SEC Reports fairly presented the consolidated results of their operations of the Purchaser and changes in financial position the Purchaser Subsidiaries for the respective periods then endedended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures).

Reports and Financial Statements. Since January 1, 1997, Cereus has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Parent has previously made available furnished to Parent, via its EDGAX xxxings where available, the Company true and correct copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Report on Form 10-K for the period ended December 31, 1998, as amended, (ii) its Quarterly Reports on Form 10-KSB Q for the periods ended March 28, 1998, June 27, 1998 and September 26, 1998, (as amended iii) its Current Report on Form 108-KSB/AK filed as of December 14, 1998, (iv) for the fiscal years ended December 31its definitive Proxy Statement dated April 9, 1999, 1998 and 1997, as filed with the SEC, (bv) proxy and information statements relating its Annual Report to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB Stockholders for the fiscal year ended December 31, 19991998, (vi) all other reports or registration statements filed by it with the Securities and Exchange Commission (the "COMMISSION") under the Exchange Act since December 31, 1998 and (vi) Parent hereby agrees to furnish to the Company true and correct copies of all reports or registration statements filed by it with the Commission after the date hereof prior to the Closing all in the form so filed (collectively, the "REPORTS"). As of their respective dates, the Cereus SEC Reports contained no complied or will comply in all material respects with the then applicable published rules and regulations of the Commission with respect thereto at the date of their issuance and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited interim financial statements included in CereusParent's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present presents the financial position of Cereus the Parent as at its date, subject to normal year-end adjustments and its Subsidiaries as of the dates thereof and the results of their operations and changes any other adjustments described therein, which adjustments are not expected to be material in financial position for the periods then endedamount or effect.

Reports and Financial Statements. (a) Since January 1, 19971996, Cereus the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied when filed in all material respects respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus The Company has previously delivered or made available to Parent, via its EDGAX xxxings where available, Purchaser copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC, ; (bii) definitive proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special)) from December 31, (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 1997 until the date hereof, ; and (ciii) all other reports, including quarterly reports, and registration statements filed by Cereus the Company with the SEC since January 1December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) are collectively being referred to as the "Cereus Company SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Cereus Company SEC Reports contained no did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year years ended December 31, 1999 1999, December 31, 1998 and the two prior fiscal yearsDecember 31, 1997 and the unaudited consolidated interim financial statements of Cereus included in Cereusthe Company's Quarterly Reports Report on Form 10-QSB Q for the period ended March 31quarter ending September 30, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTSCompany Financial Statements"), ) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) applied on a basis consistent with prior periods and fairly present presented the consolidated financial position of Cereus the Company and its the Company Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of their operations of the Company and changes in financial position the Company Subsidiaries for the respective periods then endedended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures).

Reports and Financial Statements. (a) Since January 1, 19972001, Cereus has Integra and each of Integra’s subsidiaries have filed with the SEC all formsreports, registrations and statements, reports and documents (including all exhibitstogether with any required amendments thereto, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is that they were required to file any form, report or other document with the SECCommission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (the “Integra Reports”). Cereus Integra has previously made available to Parent, via its EDGAX xxxings where available, furnished or will promptly furnish Prairie with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of Integra’s annual reports on Form 10-KSB (as amended K for the years 2001 through 2005 and its quarterly reports on Form 10-KSB/A) Q for the fiscal years quarters ended December March 31, 19992006 and June 30, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2006. As of their respective dates, the Cereus SEC Integra Reports contained no complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of Cereus Integra included in Cereus's Quarterly the Integra Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Cereus Integra and its Subsidiaries Integra’s subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Integra and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Integra Reports. The reserves, the allowance for possible loan and lease losses and the carrying value for real estate owned which are shown in Integra’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 are, to Integra’s Knowledge, adequate in all respects under the requirements of generally accepted accounting principles applied on a consistent basis and safe and sound banking practices to provide for possible losses on items for which reserves were made, loans and leases outstanding and real estate owned as of the respective dates.

Reports and Financial Statements. Since January 1Parent has previously furnished to the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended September 30, 1995 through 1997, Cereus has ; (b) Parent's Quarterly Reports on Form 10-Q filed with the SEC all formsfor the quarters ended December 31, statements1997, reports March 31, 1998, June 30, 1998 and documents September 30, 1998; (including all exhibits, post-effective amendments and supplements theretoc) required to be each definitive proxy statement filed by it under Parent with the SEC since September 30, 1995; (d) each final prospectus filed by Parent with the SEC since September 30, 1995, except any final prospectus constituting part of a Form S-8; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since October 1, 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the "Parent SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act promulgated thereunder and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus SEC Reports contained no did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later filed Parent SEC Report, none of the Parent SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited consolidated interim financial statements included in Cereus's Quarterly the Parent SEC Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), including any related notes and schedules) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except (i) as otherwise disclosed in the notes thereto, (ii) in the case of unaudited interim financial statements, such differences in presentation or omissions as are permitted by Rule 10-01 of Regulation S-X promulgated by the SEC and (iii) the unaudited interim financial statements do not contain all notes required by GAAP). Since October 1, 1996, Parent has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC, and each such report, registration statement or other filing met the standards set forth in the second sentence of this Section 3.4.

Reports and Financial Statements. Since January 1, 1997, Cereus Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus Parent is required to file any form, report or other document with the SEC. Cereus Parent has previously made available to ParentCereus, via its EDGAX xxxings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K (as amended on Form 10-K/A) for the fiscal years ended December 31, 1998 and December 31, 1999, Annual Report on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal years year ended December 31, 1999, 1998 and 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Parent with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus PARENT SEC ReportsREPORTS"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Parent SEC Reports contained no did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus Parent included in CereusParent's Quarterly Reports Report on Form 10-QSB Q for the period ended March 31, 2000 (collectively, the "CEREUS PARENT FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 19971995, Cereus -------------------------------- Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus Parent has previously delivered or made available to Parent, via its EDGAX xxxings where available, the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years year ended December 31, 1999, 1998 1997 and 1997for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), ) and (ii) actions by written consent in lieu of a stockholders' meeting, in each case meeting from January 1, 1998 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Cereus Parent with the SEC since January 1, 1997 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Cereus Parent SEC ---------- Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective datesdates (or, in the case of filing under the Securities Act, at the time of effectiveness), the Cereus Parent SEC Reports contained no did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and the two prior fiscal years, 1997 and the unaudited consolidated interim financial statements of Cereus included in CereusParent's Quarterly Reports Report on Form 10-QSB Q for the period ended March 31quarter ending June 30, 2000 1998 (collectively, the "CEREUS FINANCIAL STATEMENTSParent Financial Statements"), ) have been prepared in --------------------------- accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Parent and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (subject, in the case of unaudited interim financial statements to normal year-end adjustments, none of which, individually or in the aggregate, would have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole).

Reports and Financial Statements. (a) Since January 1April 30, 19971995, Cereus the Company has filed with the SEC all forms, statements, reports and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by that it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is was required to file any form, report or other document with the SECSecurities and Exchange Commission (the "COMMISSION"). Cereus The Company has previously made available to Parent, via its EDGAX xxxings where available, furnished Parent with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-KSB (as amended on Form 10-KSB/A) K for the fiscal years ended December 31April 30, 19991996 and April 30, 1998 and 1997, as filed with the SECCommission, (bii) Quarterly Reports on Form 10-Q for the quarters ended July 31, 1997, October 31, 1997, and January 31, 1998 as filed with the Commission, (iii) proxy and information statements relating related to (i) all meetings of its stockholders shareholders (whether annual or special)) held since April 30, 1996, and (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (civ) all other reports, including quarterly reportsreports on Forms 8-K filed with, and registration statements filed by Cereus with declared effective by, the SEC Commission since January 1April 30, 1997 (1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material and Reports on Form 10-Q not referred to in clause (ii) above) that the Company was required to file with the Commission from April 30, 1996 to the date hereof (clauses (a), i) through (biv) and (c) are collectively being referred to herein collectively as the "Cereus COMPANY SEC ReportsREPORTS"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Cereus Company SEC Reports contained no complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1997, Cereus (a) Hirsch has previously furnixxxx xr otherwise made available (by electronic filing or otherwise) to Sheridan true and complete copies of Hirsch's: (i) Annual Reportx xx Xxxm 10-K filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under for each of the Securities Actfiscal years ended January 31, the Exchange Act 2003, 2004 and the respective rules and regulations thereunderJanuary 29, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGAX xxxings where available, copies 2005; (including all exhibits, post-effective amendments and supplements theretoii) of its (a) Annual Quarterly Reports on Form 10-KSB (as amended on Q filed with the SEC for the fiscal quarters occurring since the Form 10-KSB/A) K for the fiscal years year ended December January 31, 1999, 1998 and 1997, as 2004; (iii) each definitive proxy statement filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 31, 2003; and (iv) all Current Reports on Form 8-K filed with the SEC since February 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2004. As of their respective dates, such reports and proxy statements filed with the Cereus SEC Reports contained no by Hirsch (collectively with, xxx xxving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus and unaudited consolidated interim financial statements included in Cereus's Quarterly the SEC Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP"including any related notes and schedules) (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Cereus Hirsch and its Subsidiaries consolidated Xxxxxdiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 31, 2003, Hixxxx xxx xxxxxx xxxxx xxx xxxxxts, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The net realizable value of the net assets, as calculated in accordance with GAAP, is not less than $12 million on the date hereof.

Reports and Financial Statements. Since January 1, 19971998, Cereus has Allegiant and each Allegiant Subsidiary have filed with the SEC all formsreports, registrations and statements, reports and documents (including all exhibitstogether with any required amendments thereto, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Cereus is that they were required to file any form, report or other document with the SECCommission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Allegiant Reports"). Cereus Allegiant has previously made available to Parent, via its EDGAX xxxings where available, furnished or will promptly furnish National City with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of Allegiant's annual reports on Form 10-KSB (as amended K for the years 1998 through 2002 and its quarterly reports on Form 10-KSB/A) Q for the fiscal years quarters ended December March 31, 19992003, 1998 June 30, 2003 and 1997September 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special), (ii) actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 1997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999)2003. As of their respective dates, the Cereus SEC Allegiant Reports contained no complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The audited financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of Cereus Allegiant included in Cereus's Quarterly the Allegiant Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Cereus Allegiant and its Allegiant Subsidiaries taken as of a whole as at the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Allegiant and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Allegiant Reports. Allegiant's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.