Common use of SEC Documents Clause in Contracts

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ▇tive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇and com▇▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇he SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has Conseco and its subsidiaries have filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC under since January 1, 1995 (such documents and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated therein by reference therein, being are hereinafter referred to as the "Conseco SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the Conseco SEC Documents complied with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Conseco SEC Documents, and none of the Conseco SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed Conseco included in the Conseco SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Rule 10-01 of Regulation S-X) andand fairly present, fairly present in all material respects respects, the consolidated financial position statements of the Company Conseco and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003To the best of Company's knowledge, the Company has filed all reportsnot provided to the undersigned any information that, schedulesaccording to applicable law, formsrule or regulation, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed should have been disclosed publicly prior to the date hereof or amended after by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinCompany, being hereinafter referred to as the "SEC Documents"). The Company but which has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentsnot been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (iib) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January June 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complete copies of the SEC Document▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective pective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has timely filed or received the appropriate extension of time within which to file with the SEC all forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2014 under the U.S. Securities Exchange Act of 1934, as amended amended, and the rules promulgated thereunder (the "“Exchange Act"”) and the Securities Act (all such documents, as supplemented and amended since the time of filing, collectively, the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“Company SEC Documents"”). The Company has delivered SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements, on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Buyers or their representativesstatements therein, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s in light of the SEC Documentscircumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of their respective dates, the The financial statements of the Company disclosed included in the Company SEC Documents at the time filed (and, in the "Financial Statements"case of registration statements, on the dates of effectiveness) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, thereto during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statements, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) andSEC), and fairly present in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments) the financial position of the Company as of at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingended.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ▇tive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company PennCorp has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since January 1, as amended 1994 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "PennCorp SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective datesdates (or, with respect to any amendment to such PennCorp SEC Documents, as of the date of the filing of such amendment), the PennCorp SEC Documents complied with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such PennCorp SEC Documents, and none of the PennCorp SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a 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 consolidated financial statements of the Company disclosed PennCorp included in the PennCorp SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved GAAP (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Rule 10-01 of Regulation S-X) andand fairly present, fairly present in all material respects respects, the consolidated financial position of the Company PennCorp and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit recurring adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 2003, the Company has filed all 1995 (such reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being are hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As ; (ii) as of their respective dates, the SEC Documents complied with the 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 SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a 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; and (iii) the consolidated financial statements of the Company disclosed Evergreen included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Rule 10-01 of Regulation S-X) andand fairly present, fairly present in all material respects respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Company has made available to Parent a true and complete copy of each report, 2003schedule, registration statement and definitive proxy statement filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since December 31, as amended (the "Exchange Act") (all of the foregoing filed 1996 and prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as of this Agreement (the "Company SEC Documents"). The ) which are all the documents (other than preliminary material) that the Company has delivered was required to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of file with the SEC Documentssince such date. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesthereunder applicable to such Company SEC Documents, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position and none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any 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 financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. Financial Statements. Since January 113, 2003, 2006 the Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and compl▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇s of the ▇ SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all of such reports filed or required to be filed by the foregoing filed prior to the date hereof Seller, including all exhibits thereto or amended after the date hereof incorporated therein by reference, and all exhibits included therein and financial statements and schedules thereto and documents incorporated filed by reference therein, being the Seller under the Securities Act hereinafter referred to as called the "SEC Documents"). The Company Seller has delivered filed all reports or other documents required to be filed under the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC DocumentsExchange Act. As of their respective dates, the financial statements of the Company disclosed in the All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, 2002, (the "Financial Statements"i) complied as to form were prepared in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or requirements of the notes thereto, or Exchange Act and (ii) in did not at the case of unaudited interim statementstime they were filed (or, if amended or superseded by a filing prior to the extent they may exclude footnotes or may be condensed or summary statementsdate hereof, then on the date of such filing) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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 Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the 2004 Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. Financial Statements. Since January 1The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act, 2003and, except as disclosed in the SEC Documents or as would not have a Material Adverse Effect, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the Securities reporting requirements of the Exchange Act of 1934at least since December 31, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents2001. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇.▇▇▇▇▇ .▇▇▇▇▇s , true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements(a) The Company has furnished to the Investor on or prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 ("Form 10-K"), and all other registration statements, reports and proxy statements filed by the Company with the Securities and Exchange Commission ("Commission") on or after December 31, 1996 (the Form 10-K and such registration statements, reports and proxy statements, are collectively referred to herein as the "SEC Documents"). Each of the SEC Documents, as of the respective date thereof, did not, and each of the registration statements, reports and proxy statements filed by the Company with the Commission after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) Since January 1December 31, 20031996, the Company has duly filed with the Commission all reportsregistration statements, schedules, forms, reports and proxy statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all ), and the 1933 Act. The audited and unaudited consolidated financial statements of the foregoing Company included in the SEC Documents filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinfairly present, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during the periods involved principles ("GAAP") applied on a consistent basis (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto), or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates date thereof and the consolidated results of its their operations and cash flows for the periods then ended ended. (subject, c) Except as and to the extent reflected or reserved against in the case of unaudited statementsCompany's Financial Statements (including the notes thereto), to normal year-end audit adjustments). No other information provided by or on behalf of the Company has no material liabilities (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to the Buyer which is not included become due, vested or unvested, executory, determined or determinable) other than: (i) liabilities incurred in the SEC Documentsordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, including(ii) liabilities with respect to agreements to which the Investor is a party, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact and (iii) other Liabilities that either individually or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeaggregate, would not misleadingresult in a Material Adverse Effect.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇and comp▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇▇e SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required provided to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended Investor its Registration Statement on Form S-4 (Registration No. 333-29357) (the "Registration Statement"), which Registration Statement has been declared effective by the U.S. Securities and Exchange Act") Commission (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsCommission"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s As of the SEC Documents. As of their respective datesdate hereof, and as supplemented by the Disclosure Schedule, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is Registration Statement does not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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 consolidated financial statements of the Company included in the Registration Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (except in the case of interim period financial information for normal year-end adjustments). The Company has included in the Registration Statement all material agreements, contracts and other documents that it reasonably believes are required to be filed as exhibits to the Registration Statement. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, the Company and its subsidiaries have in all material respects substantially performed all obligations required to be performed by them and are not in default in any material respect under any of such agreements, contracts or other documents to which any of them is a party or by which any of them is otherwise bound. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, all instruments referred to above are in effect and enforceable according to their respective terms, and there is not under any of such instruments any existing material default or event of default or event that with notice or lapse of time or both, would constitute an event of default thereunder. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, all parties having material contractual arrangements with the Company or any of its subsidiaries are in substantial compliance therewith and none are in material default in any respect thereunder.

SEC Documents. Financial Statements. Since January 125, 20032007, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 15, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Agent or their representativesits representative, or made available through the SEC's website electronic web site located at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.6 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, Buyer hereby makes reference to the Company has filed all reports, schedules, forms, statements and other following documents required to be filed by it with the SEC under United States Securities and Exchange Commission (the Securities Exchange Act of 1934“SEC”), as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through posted on the SEC's website at http://www.sec.gov.’s website, true ▇▇▇ ▇▇▇.▇▇▇▇▇ .▇▇▇▇▇s of : (collectively, the “SEC Documents”): (a) Annual Report on Form 10-KSB for the fiscal year ended June 30,2009; and (b) Quarterly Reports on Form 10-Q for the periods ended September 30 and December 31,2009 and March 31,2010; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may require, and the rules and regulations promulgated thereunder and none of the SEC Documents contained an 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed Buyer included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesGAAP (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Securities Act or the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results its consolidated statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company adjustments which were and are not expected to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of have a material fact adverse effect on Buyer, its business, financial condition or omits to state any material fact necessary in order to make the statements therein, in the light results of the circumstances under which they were made, not misleadingoperations).

SEC Documents. Financial Statements. Since January 1, 2003, The Company has delivered or made available to the Investor true and complete copies of the SEC Documents filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under during the Securities Exchange Act of 1934twelve months immediately preceding the date hereof. The Company has not provided to the Investor any information that, as amended (the "Exchange Act") (all of the foregoing filed according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof or amended after by the date hereof and Company, but which has not been so disclosed. The SEC Documents comply in all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinmaterial respects with the requirements of the Securities Act and/or the Exchange Act, being hereinafter referred to as the "SEC Documents"). The Company has delivered to case may be, and the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s rules and regulations of the SEC Documentspromulgated thereunder and none of the SEC Documents contain any untrue statement of a material fact or omit to state a 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. As of their respective dates, the The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or The Company has filed a Form 12b-25 on behalf of June 30, 1999, relating to its Form 10-K for the Company to year ended June 30, 1999 and agrees that it shall file the Buyer which is not included aforementioned Form 10-K in a timely manner as set forth on the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingForm 12b-25.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇and comp▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇▇▇ SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Buyer has made available to the Seller a true and complete copy of the Buyer's Form 10-K for 2001, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be Form 10-Qs filed by it with the SEC under Buyer during 2002 and all Form 8-Ks filed by the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to Buyer through the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as (the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in (a) the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during Securities and Exchange Commission (the periods involved (except (i"SEC") as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, thereunder applicable to the extent they may exclude footnotes or may be condensed or summary statementsBuyer, and (b) and, fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any 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. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Documents (i) were prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present, in all material respects, the consolidated financial position of the Buyer and its subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows for the periods indicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments, which individually and in the aggregate, will not materially affect the total net worth shown on, or the results indicated by, such interim financial statements. Except as and to the extent disclosed in the SEC Documents filed prior to the date of this Agreement, there has not been since September 30, 2002, (i) a material adverse change in the business, operations or financial condition of the Buyer or (ii) any significant change by the Buyer or its subsidiaries in their accounting methods, principles or practices.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Agent or their representativesits representative, or made available through the SEC's website electronic web site located at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company in writing to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.6 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20031998, the Company NCT has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the Securities Exchange reporting requirements of the 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing materials filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and statements, schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to as the "NCT's SEC Documents"). The Company NCT has delivered to the Buyers Buyer or their representatives, or made available through the SECits representative true and complete copies of NCT's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed NCT contained in the NCT's SEC Documents (the "NCT Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements NCT Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such NCT Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Pro Tech as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company NCT to the Buyer which is not included in the NCT's SEC Documents, including, without limitation, information referred to in Section 4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the (a) The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Commission by the Securities Exchange Act of 1934Company since January 1, as amended 1996 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincollectively, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents) on a timely basis. As of their respective dates, the SEC Documents did not contain any untrue statement of a material fact or 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. All of the consolidated financial statements of the Company disclosed contained in the SEC Documents (the "Financial Statements"i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements , (ii) have been prepared in accordance with generally accepted accounting principles, GAAP consistently applied, during applied throughout the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) and (iii) present fairly in all material respects the financial position, results of operations and the related changes in financial position as at the dates and for the periods indicated. (b) The Company has no material direct or indirect Indebtedness, liability or obligation, whether known or unknown, fixed or unfixed, contingent or otherwise, and whether or not of a kind required by GAAP to be set forth on a financial statement (collectively "Company Liabilities"). No , other information provided by or on behalf of than (i) Company Liabilities fully and adequately reflected in the Company to the Buyer which is not financial statements included in the SEC DocumentsDocuments filed prior to the date hereof, including(ii) Company Liabilities as set forth in Section 5.8 of the Disclosure Letter, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, and (iii) Company Liabilities incurred in the light ordinary course of the circumstances under which they were made, not misleadingbusiness.

SEC Documents. Financial Statements. Statements ----------------------------------- Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Secured Party or their its representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ▇tive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Secured Party which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company The Partnership has filed with the Commission all reports, schedules, forms, schedules and statements and other documents required to be filed by it with the SEC under the Securities Exchange Act since the consummation of 1934, as amended (the "Exchange Act") its initial public offering (all such documents filed on or prior to the date of this Agreement, but specifically excluding any documents “furnished,” collectively, the foregoing “SEC Documents”). The SEC Documents, including any Partnership audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements"this Agreement) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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, (ii) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to the Partnership and has not resigned or been dismissed as an independent registered public accountant of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Documents. Financial Statements. Since January 1, 2003, The Company hereby makes reference to the following documents filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Commission, which are available for review on the Securities Exchange Act of 1934Commission’s website, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov▇▇▇., true ▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of (collectively, the “SEC Documents”): (a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010; and (b) the Company’s Quarterly Reports on Form 10-Q for the period ended March 31, 2011 and June 30, 2011; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and none of the SEC Documents contained an 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States (“GAAP”) (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results its consolidated statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). No other information provided by or Except as and to the extent set forth on behalf the balance sheet of the Company as of June 30, 2011, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of be reflected on a material fact balance sheet or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingnot).

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ctive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1November 21, 20031997, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act", including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof or amended after (the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company ) on a timely basis, or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s expiration of the SEC Documentsany such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997 (the "September Quarterly Report"), there has been no event, occurrence or development that could have had a Material Adverse Effect which is not included specifically disclosed in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDisclosure Materials.

SEC Documents. Financial Statements. Since IPW has made available to IES a true and complete copy of each report, schedule and registration statement filed by IPW with the SEC since January 1, 20031995 (as such documents have since the time of their filing been amended, the Company has filed "IPW SEC Documents") which are all reports, schedules, forms, statements and the documents (other documents than preliminary material) that IPW was required to be filed by it file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentssince that date. As of their respective dates, the IPW SEC Documents complied in all material aspects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such IPW SEC Documents, and none of the IPW SEC Documents contained any untrue statement of material fact or omitted 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. The financial statements of the Company disclosed IPW included in the IPW SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of the unaudited interim statements, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statementsSEC) and, and fairly present (subject, in all material respects the financial position case of the Company as of unaudited statements to normal, recurring audit adjustments) the dates thereof and the consolidated results of its operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingended.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govh▇▇▇://▇▇▇.▇▇▇.▇▇▇., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s ies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇and co▇▇▇▇▇▇ ▇▇▇▇▇s of ▇ ▇▇ the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003To the best of Company’s knowledge, the Company has filed all reportsnot provided to the Buyer any information that, schedulesaccording to applicable law, formsrule or regulation, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed should have been disclosed publicly prior to the date hereof or amended after by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinCompany, being hereinafter referred to as the "SEC Documents"). The Company but which has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentsnot been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC SEC, or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (iib) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complete copies of the SEC Documents. A▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act", including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof (or amended after such shorter period as the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated Company was required by reference therein, law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company has delivered to the Buyers or their representatives) on a timely basis, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s has received a valid extension of the SEC Documentssuch time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 1997 (the "March Quarterly Report"), there has been no event, occurrence or development that could have had a Material Adverse Effect which is not included specifically disclosed in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDisclosure Materials.

SEC Documents. Financial Statements. Since January 1, 2003, the Company AERC has filed all reports, schedules, required forms, statements reports and other documents with the Securities and Exchange Commission ("SEC") required to be filed by it with pursuant to the SEC under Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (), and the rules and regulations promulgated thereunder, all of which have complied in all material respects with the foregoing filed prior applicable requirements of the Securities Act and the Exchange Act, respectively, and such rules and regulations. AERC has previously furnished to MIGRA for delivery to the date hereof or amended after the date hereof and MIGRA Stockholders, copies of all exhibits included therein and financial statements and schedules thereto such forms, reports and documents incorporated filed by reference thereinAERC with the SEC since January 1, being hereinafter 1994 (hereafter collectively referred to as the "SEC DocumentsReports"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s None of the SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state a 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. As of their respective dates, the The financial statements of the Company disclosed AERC included in the SEC Documents (the "Financial Statements") Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved principles ("GAAP") applied on a consistent basis (except (i) as may be otherwise indicated noted in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary financial statements) and, and present fairly present in all material respects the financial position, results of operations, cash flows and changes in financial position of the Company AERC and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for or the periods then ended (indicated, subject, in the case of unaudited interim consolidated financial statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since JMAR has timely filed all required forms, reports and documents with the SEC since January 1, 20031999 (collectively, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsJMAR Reports"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents JMAR Reports (the "Financial Statements"a) complied as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the published rules and regulations of promulgated thereunder (the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved "Securities Laws") and (except (ib) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of JMAR included in or incorporated by reference into the JMAR Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of JMAR as of its date and each of the consolidated statements of operations, stockholders equity and cash flows of JMAR included in or incorporated by reference into the JMAR Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, stockholders equity or cash flows, as the case may be, of JMAR for the periods set forth therein (subject, in the case of unaudited statements, to the absence of footnotes and to normal, year-end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by the Exchange Act.

SEC Documents. Financial Statements. Since January 1, 2003To the best of Company’s knowledge, the Company has filed all reportsnot provided to the undersigned any information that, schedulesaccording to applicable law, formsrule or regulation, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed should have been disclosed publicly prior to the date hereof or amended after by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinCompany, being hereinafter referred to as the "SEC Documents"). The Company but which has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentsnot been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (iib) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 2003, the Company has filed all reports, schedules, forms, statements 1994 and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as of this Agreement (the "Company SEC Documents"). The , which are all the documents (other than preliminary material) that the Company has delivered was required to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of file with the SEC Documentssince such date. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlespromulgated thereunder applicable to such Company SEC Documents, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position and none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any 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 financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company for the periods presented therein. The Shares are not listed for trading on a "national securities exchange" (as defined under the Exchange Act) or authorized for quotation on the NASDAQ inter-dealer quotation system.

SEC Documents. Financial StatementsPurchaser has made available to the Stockholders a true and complete copy of (i) Amendment No. Since January 13 to Purchaser's Registration Statement for Secondary Offering dated October 14, 20031999, and (ii) Purchaser's report on Form 10-Q for the Company has filed all reportsquarter ended September 30, schedules1999, forms, statements and other documents required to be filed by it Purchaser with the SEC under the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincollectively, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in thereunder applicable to such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingand did not, without limitationas of their respective dates, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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 consolidated financial statements and unaudited interim financial statements of Purchaser included in the SEC Documents (collectively, the "PURCHASER FINANCIAL STATEMENTS") were prepared in accordance with U.S. GAAP (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Purchaser as of the respective dates thereof, or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments.

SEC Documents. Financial Statements. Since January 1, 2003, Interiors has delivered or made available to the Company has filed all reports, schedules, forms, statements Holder true and other documents required to be filed by it with complete copies of the SEC under Documents. Interiors has not provided to the Securities Exchange Act of 1934Holder any information that, as amended (the "Exchange Act") (all of the foregoing filed according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof or amended after by Interiors, but which has not been so disclosed. The SEC Documents comply in all material respects with the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinrequirements of the Securities Act and/or the Exchange Act, being hereinafter referred to as the "SEC Documents"). The Company has delivered to case may be, and the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s rules and regulations of the SEC Documentspromulgated thereunder and none of the SEC Documents contain any untrue statement of a material fact or omit to state a 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. As of their respective dates, the The financial statements of the Company disclosed Interiors included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Interiors as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or Interiors has filed a Form 12b-25 on behalf of June 30, 1999, relating to its Form 10-K for the Company to year ended June 30, 1999 and agrees that it shall file the Buyer which is not included aforementioned Form 10-K in a timely manner as set forth on the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingForm 12b-25.

SEC Documents. Financial Statements. Since January 1October 31, 20032004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements statements, to the Company’s knowledge, have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with of its SEC Filings for the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to two year period preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentshereof. As of their respective filing dates, or such later date on which such reports were amended, the SEC Filings complied in all material respects with the requirements of the Exchange Act. The SEC Filings as of their respective dates, or such later date on which such reports were amended, when issued did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied Filings comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such Except as may be indicated in the notes to the financial statements included in the SEC Filings or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, such financial statements have been prepared in accordance with generally accepted accounting principles, principles consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, applied and fairly present in all material respects the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments). No other information provided by or on behalf of As used herein, the term “SEC Documents” means the Company to annual reports on Form 10-K for fiscal year ended February 28, 2011 and 2010 (including any amendments thereto) and (ii) the Buyer which is not included in Company’s quarterly report on Form 10-Q for the 2011 and 2010 fiscal years and the term “SEC Filings” means the SEC Documents, includingalong with all other reports, without limitationschedules, information referred forms, statements and other documents that the Company is required to in this Agreement, contains any untrue statement of a material fact or omits file with the SEC pursuant to state any material fact necessary in order to make the statements therein, in the light reporting requirements of the circumstances under which they were madeSecurities and Exchange Act of 1934, not misleadingas amended, for the two year period preceding the date hereof.

SEC Documents. Financial Statements. Since From January 1, 20032003 through December 31, 2004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has not filed its Form 10-KSB for the fiscal years ended June 30, 2005 and June 30, 2006. In addition, the Company has not filed its Form 10-QSBs for the periods ended March 31, 2005, September 30, 2005, December 31, 2005, March 31, 2006, or September 30, 2006. The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s pies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇and comp▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇▇e SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company LCS has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Commission pursuant to the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered SEC Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the Buyers or their representativesSEC Documents, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a 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. As of their respective dates, the financial statements of the Company disclosed LCS included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesGAAP, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position condition of the Company LCS as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by LCS has not received notification from the Commission and/or any federal or on behalf state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against LCS and/or relating to any of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingLCS's securities.

SEC Documents. Financial Statements. (a) Since January 1, 20031997, the Company has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934(such reports, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, being are hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. (b) As of their respective dates, the SEC Documents complied with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a 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. (c) The consolidated financial statements of the Company disclosed and its Subsidiaries included in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Rule 10-01 of Regulation S-X) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and reports or other documents filings required to be filed by it with the SEC under Securities Act and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof or amended after (the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, foregoing materials being hereinafter collectively referred to herein as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentson a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company’s last filed Annual Report on Form 10-K and except as disclosed on Schedule 2.1(f), there has been no event, occurrence or development that has had a Material Adverse Effect which is not included specifically disclosed in any of the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, Acola hereby makes reference to the Company has following documents filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the United States Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC") ), as posted on the SEC's website, WWW.SEC.GOV: (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincollectively, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇): (a) Annual Report ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s -KSB for the fiscal year ended June 30, 2003, 2002, 2001 and 2000; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on September 3, 1999, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended December 31, 1999, 2000, 2001, 2002 and 2003 March 31, 2000, 2001, 2002 and 2003, and September 30, 2000, 2001, 2002 and 2003, and all amendments thereto. The SEC Documents constitute all of the documents and reports that Acola was required to file with the SEC Documentspursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of Acola's Form 10-SB12G filed on September 3, 1999. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents contained an 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed Acola included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Acola as of the dates thereof and the results its statements of its operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on Acola, its business, financial condition or results of operations). No other information provided by or on behalf of the Company Except as and to the Buyer which is not included extent set forth on the consolidated balance sheet of Acola as of June 30, 2003, including the notes thereto, Acola has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the SEC Documentsordinary course of business consistent with past practices since June 30, including, without limitation, information referred 2003 which in the aggregate could not reasonably be expected to in this Agreement, contains any untrue statement of have a material fact adverse effect on Acola, its business, financial condition or omits to state any material fact necessary in order to make the statements therein, in the light results of the circumstances under which they were made, not misleadingoperations.

SEC Documents. Financial Statements. Since January June 1, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company PHP has filed all required reports, schedules, ------------- forms, statements and other documents required to be filed by it with the Securities and Exchange Commission since April 30, 1996 (the "SEC under Documents"). All of the SEC Documents --------------- (other than preliminary material or material which was subsequently amended), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (amended, and, in each case, the "Exchange Act") (all of the foregoing filed prior rules and regulations promulgated thereunder applicable to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "such SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s None of the SEC Documents. As , as of their respective dates, contained any untrue statements of a material fact or omitted 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, except to the extent such statements have been amended, modified or superseded by later SEC Documents. PHP's consolidated financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied complied, as to form in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesGAAP (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto) and fairly presented, or (ii) in accordance with the case applicable requirements of unaudited interim statementsGAAP, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end recurring adjustments that would be made in the course of an audit adjustmentsand that would not be material). No other information provided by or on behalf of the Company to the Buyer which is not included Since April 30, 1997, no Material Adverse Change has occurred in the SEC Documentsbusiness, includingassets, without limitationliabilities, information referred to in this Agreement, contains any untrue statement condition (financial or other) or results of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light operations of the circumstances under which they were made, not misleadingPHP.

SEC Documents. Financial Statements. Since January 1, 2003, Each of the Company and Equitable Life has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since January 1, as amended 1999 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "COMPANY SEC DocumentsDOCUMENTS"). The As of its respective date, each Company has delivered to SEC Document, including any financial statements or schedules included therein, complied in all material respects with the Buyers requirements of the Exchange Act or their representativesthe Securities Act, or made available through as the SEC's website at http://www.sec.gov.case may be, true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s and the rules and regulations of the SEC Documentspromulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a 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. As of their respective dates, the The consolidated financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with U.S. generally accepted accounting principlesprinciples ("US GAAP") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto) and fairly present, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇and com▇▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇he SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complete copies of the SEC Documen▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇s of e letter from the SEC Documents. As dated April 26, 2002, as of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 15, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1March 31, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1April, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s es of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003___________, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ▇tive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇and co▇▇▇▇▇▇ ▇▇▇▇▇s of ▇ ▇▇ the SEC Documents. As Except for the letter from the SEC dated April 26, 2002, as of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇and comp▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇▇e SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003___________, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company The REIT has filed with the Securities and Exchange Commission (the "Commission") all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the rules or regulations promulgated thereunder to be filed by the REIT in each case in the form and with the substance prescribed by either such Act or such rules or regulations (all of the foregoing filed prior to the date hereof or amended after the date hereof collectively, and in each case including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents")) including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. The Company CBL has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the to JRI all SEC Documents. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the SEC Documents and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The consolidated financial statements of the Company disclosed REIT, the Operating Partnership and, if any, all affiliates of CBL included in the all SEC Documents Documents, including any amendments thereto (the "SEC Financial Statements") ), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such thereto and, as at the dates as of which the same were prepared and for the periods then ended, fairly presented the financial statements have been prepared condition and results of operations of CBL and its affiliates on a consolidated basis in accordance with generally accepted accounting principles, principles consistently applied, during the periods involved (except (i) as may be otherwise indicated in applied throughout all such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingperiods.

SEC Documents. Financial Statements. Since January 1, 2003, the (a) The Company has timely filed all reports, schedules, forms, registration statements and other documents required to be filed by it the Company with the SEC under Securities and Exchange Commission on or after the date of filing with the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (all Commission of the foregoing filed prior to Company’s Final Prospectus for its initial public offering on March 7, 2001 through the date hereof (such documents as supplemented and amended from time to time, collectively, the “Company SEC Documents”). As of their respective filing dates, or amended after in the date hereof and case of registration statements, their respective effective dates, none of the Company SEC Documents (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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, and the Company SEC Documents complied when filed, or in the case of registration statements, as of their respective effective dates, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. (b) The financial statements (including the notes thereto) of the Company included in the Form 10-Q (subject, in the case of the Form 10-Q, to year-end audit adjustments), complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may have been indicated in the notes thereto) and fairly present the financial condition of the Company as at the dates thereof and the results of their operations, stockholders’ equity and cash flows for periods then ended.

SEC Documents. Financial Statements. Since January 1, 2003, the Company The Partnership has filed with the Commission all reports, schedules, forms, schedules and statements and other documents required to be filed by it with the SEC under the Securities Exchange Act since the consummation of 1934, as amended (the "Exchange Act") its initial public offering (all such documents filed on or prior to the date of this Agreement, but specifically excluding any documents “furnished,” collectively, the foregoing “SEC Documents”). The SEC Documents, including any Partnership audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements"this Agreement) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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, (ii) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO ▇▇▇▇▇▇▇, LLP is an independent registered public accounting firm with respect to the Partnership and has not resigned or been dismissed as an independent registered public accountant of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Documents. Financial Statements. Since January 1, 20032004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since its initial public offering under the Securities Exchange Act of 1934or the Securities Act (such documents, as supplemented and amended (since the time of filing, collectively, the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). The Company has delivered timely filed with the Commission all Company SEC Documents within the five-year period preceding the date hereof. The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Buyers or their representativesstatements therein (and, or made available through in the SEC's website at http://www.sec.gov.case of any prospectus, true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s in light of the SEC Documentscircumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of their respective dates, the The financial statements of the Company disclosed included in the Company SEC Documents at the time filed (and, in the "Financial Statements"case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly presented (subject, in the case of the unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) andnormal, fairly present recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingended.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s ies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇and complete copies of the SEC Documents. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective ective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsThe Company has delivered or made available to Investor true and complete copies of the SEC Documents as of June 30, 2005 (including, without limitation, proxy information and solicitation materials, if any). Since January 1, 2003To the best of Company’s knowledge, the Company has filed all reportsnot provided to Investor any information that, schedulesaccording to applicable law, formsrule or regulation, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed should have been disclosed publicly prior to the date hereof or amended after by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinCompany, being hereinafter referred to as the "SEC Documents"). The Company but which has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documentsnot been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents. The SEC Documents, as of their respective dates, did not contain any untrue statement of a material fact or omit to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (iib) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange EXCHANGE Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since Buyer has timely filed all required forms, reports and documents with the SEC since January 1, 20032010 (collectively, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"“Buyer Reports”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents Buyer Reports (the "Financial Statements"a) complied as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved promulgated thereunder and (except (ib) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Buyer as of its date and each of the consolidated statements of operations of Buyer included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents in all material respects the results of operations of Buyer for the periods set forth therein (subject, in the case of unaudited statements, to the absence of footnotes and to normal, year-end audit adjustments which would not be material in amount or effect), in each case in STG_319977.13 accordance with US GAAP, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by the Exchange Act. There have been no changes in the affairs of the Buyer since respective dates of the Buyer Reports that would reasonably be expected to have a Material Adverse Effect on the Buyer.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govhttp://www.sec.g▇▇., true ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s lete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003December 1996, the Company has had filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under as a foreign private issuer pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyers or their representativesSEC Documents, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, limitation information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ and complete copies of the SEC Docu▇▇▇▇▇. ▇▇ ▇▇ ▇▇▇▇▇s of the SEC Documents. As of their eir respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since From January 1, 20032003 through December 31, 2004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has not filed its Form 10-KSB for the fiscal year ended June 30, 2005 and has not filed its Form 10-QSBs for the periods ended March 31, 2005 or September 30, 2005. The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇and comp▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇▇▇ SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act", including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof or amended after (the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company has delivered to the Buyers or their representatives) on a timely basis, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s has received a valid extension of the SEC Documentssuch time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a 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 financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not included specifically disclosed in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDisclosure Materials.

SEC Documents. Financial Statements. Since January 1August 15, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complete copies of the SEC Docume▇▇▇. ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003the date it was first required to do so, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇▇://▇▇▇▇ .▇▇▇.▇▇s ▇., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and all registration statements required under the Securities Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇and com▇▇▇▇▇ ▇▇▇▇▇s of ▇ ▇▇ the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇▇▇ ▇▇▇and com▇▇▇▇▇ ▇▇▇▇▇s of the ▇ ▇▇ ▇he SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true ▇a▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s ▇ of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true htt▇▇▇ ://▇▇▇.▇▇▇▇▇ .▇▇▇, ▇▇s rue and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.