Common use of Securities Reports Clause in Contracts

Securities Reports. (a) The Company has heretofore made available to Parent (i) a draft dated June 16, 2008 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 (the “2008 Form 10-K”), and, (ii) in the form filed with the United States Securities and Exchange Commission (the “SEC”), all reports or registration statements and all other filings made by the Company with the SEC since June 30, 2006 (collectively with the 2008 Form 10-K, the “SEC Reports”). No SEC Report (including any document incorporated by reference therein), as of its filing date or, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any 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, and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Laws. Since November 2, 2006, the Company has filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (ai) The Company has heretofore made available to Parent Buyer, in the form filed with the SEC, its (iA) a draft dated June 16, 2008 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, (B) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 (the “2008 Form 10-K”), and2001, (iiC) in all proxy statements relating to the form filed with the United States Securities Company's meetings of stockholders (whether annual or special) held since March 23, 2000, and Exchange Commission (the “SEC”), D) all other reports or registration statements and all other filings made by the Company with the SEC since June 30March 23, 2006 2000 (collectively with the 2008 Form 10-Kcollectively, the “"SEC Reports”"). No SEC Report (including any document incorporated by reference therein), as of its filing date or, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any 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, misleading and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Lawsapplicable laws and the rules and regulations of the SEC. Since November 2March 23, 20062000, the Company has filed in a timely manner all reports that it was required to file with the SEC under pursuant to the Exchange Act and the rules and regulations of the SEC. (b) . Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); , including without limitation in regard to the adoption by the Company of "fresh-start" reporting) and (iii) each fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ ' equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP generally accepted accounting principles to the extent permitted by the rules and regulations of the SEC. (cii) The Proxy Statement will not, at the time the Proxy Statement is mailed to the Company’s system 's stockholders, contain any untrue statement of internal controls over financial reporting a material fact or omit 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 and will not, at the time of the meeting of stockholders to which the Proxy Statement relates or at the Effective Time, omit to state any material fact necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting, except that no representation is reasonably sufficient made by the Company with respect to statements made in the Proxy Statement based on information furnished in writing to the Company by Buyer, LOL Subsidiary or Acquisition specifically for use in the Proxy Statement. The Proxy Statement will comply as to form in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) requirements of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial Act and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock ExchangeSEC thereunder. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (ai) The Company has heretofore made available to Parent Buyer, in the form filed with the SEC, its (iw) a draft dated June 16, 2008 of the Company’s Annual Report annual report on Form 10-K for the fiscal year ended December 31, 2003, (x) quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2008 (the “2008 Form 10-K”)2004 and June 30, and2004, (iiy) in all proxy statements relating to the form filed with the United States Securities Company’s meetings of stockholders (whether annual or special) held since January 1, 2003, and Exchange Commission (the “SEC”), z) all other reports or registration statements and all other filings made by the Company with the SEC since June 30January 1, 2006 2003 (collectively with the 2008 Form 10-Kcollectively, the “SEC Reports”). No SEC Report (including any document incorporated by reference therein), as of its filing date or, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any fact required to be stated satisfied therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Lawsapplicable laws and the rules and regulations of the SEC. The Company maintains, and has maintained since the adoption of rules relating thereto, effective “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act). Since November 2December 31, 20062000, the Company has filed in a timely manner all reports that it was required to file with the SEC under pursuant to the Exchange Act and the rules and regulations of the SEC. (b) . Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); ) and (iii) each fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP generally accepted accounting principles to the extent permitted by the rules and regulations of the SEC. (cii) The Proxy Statement will not, at the time the Proxy Statement is mailed to the Company’s system stockholders, contain any untrue statement of internal controls over financial reporting a material fact or omit 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 and will not, at the time of the meeting of stockholders to which the Proxy Statement relates or at the Effective Time, omit to state any material fact necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting, except that no representation is reasonably sufficient made by the Company with respect to statements made in the Proxy Statement based on information furnished in writing to the Company by Buyer or Acquisition specifically for use in the Proxy Statement. The Proxy Statement will comply as to form in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) requirements of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial Act and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock ExchangeSEC thereunder. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (a) The Company has heretofore made available to Parent (i) a draft dated June 16, 2008 of including through the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 (the “2008 Form 10-K”▇▇▇▇▇ system), and, (ii) in the form filed with the United States Securities and Exchange Commission (the “SEC”), its (i) Annual Report on Form 10-K for the fiscal year ended June 30, 2009; (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009; and (iii) all other reports or registration statements and all other filings made by the Company with the SEC since June 30July 1, 2006 (collectively with the 2008 Form 10-Kcollectively, the “SEC Reports”). No SEC Report (including any document incorporated by reference therein), as of its filing date or, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any 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, and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Laws. Since November 2July 1, 2006, the Company has filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholdersshareholders’ equity of the Company and its subsidiaries for the periods indicated, all in accordance with GAAP, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31June 30, 2008 2009 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. Since July 1, 2006, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance, or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The Proxy Statement (as defined in Section 5.2(b)) will not, at the time the Proxy Statement is mailed to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any 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, and will not, at the time of the meeting of shareholders to which the Proxy Statement relates, omit to state any material fact necessary to correct any statement that has become false or misleading in any earlier communication with respect to such meeting, except that no representation is made by the Company with respect to statements made in the Proxy Statement based on information furnished in writing to the Company by Parent or Sub specifically for use in the Proxy Statement. (f) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock ExchangeNasdaq Capital Market. (fg) Except as permitted by the Exchange Act, since November 2July 1, 2006, neither the Company nor any of its affiliates subsidiaries has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (a) The Company GCo has heretofore furnished or made available to Parent (i) a draft dated June 16QCo true and complete copies of each statement, 2008 of form, schedule, report, prospectus, proxy statement, or other documents filed with, or furnished to, the Company’s Annual Report Commission or on Form 10-K for the fiscal year ended March SEDAR since December 31, 2008 (the “2008 Form 10-K”)1999, and, (ii) in prior to the form Effective Time, GCo will have furnished QCo with true and complete copies of any additional documents filed with the United States Securities and Exchange Commission by GCo prior to the Effective Time (the “SEC”)such forms, all reports or registration reports, schedules, prospectuses, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the "GCo Documents"). GCo has furnished to QCo true and complete copies of all written correspondence between GCo and any securities regulatory bodies including the TSX. (b) GCo has made available to QCo all exhibits to the GCo Documents filed prior to the date hereof, and will promptly make available to QCo all exhibits to any additional GCo Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the GCo Documents have been so filed, and all Material Contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither GCo nor any of its subsidiaries is in default thereunder. (c) The GCo Documents include all forms, reports, schedules, prospectuses, statements or other filings made documents required to be filed by the Company it with the SEC Commission since June 30December 31, 2006 (collectively 1999. GCo has timely filed all GCo Documents required to be filed by it with the 2008 Form 10-KCommission since December 31, 1999. The GCo Documents did not, at the “SEC Reports”). No SEC Report (including any document incorporated by reference therein)time they were filed, as of its filing date or, if amendedamended or updated, as of the date of the last such amendmentamendment or update, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will 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, and each SEC Report except to the extent corrected by a subsequently filed GCo Document. None of GCo's subsidiaries is required to file any forms, reports, schedules, prospectuses, statements or other documents with the Commission. The GCo Documents, at the time of its filing filed complied or will comply as to form in all material respects with Applicable Laws. Since November 2, 2006, the Company has filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the requirements of applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified)securities Laws. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of GCo has not filed any confidential material change report with the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and nonCommission or any other securities authority or regulator or any stock exchange or other self-financial) required to be disclosed by regulatory authority which at the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reportsdate hereof remains confidential. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates GCo has made, arranged, or modified (in any material way) any extensions of credit publicly disclosed in the form of GCo Documents any information regarding any event, circumstance or action taken or failed to be taken by GCo or its subsidiaries which could individually or in the aggregate reasonably be expected to have a personal loan to any executive officer or director of the CompanyMaterial Adverse Effect.

Securities Reports. (a) The Company has heretofore furnished or made available to Parent (i) a draft dated June 16FCE true and complete copies of each statement, 2008 of form, schedule, report, prospectus, proxy statement, or other documents filed with, or furnished to, the Company’s Annual Report Commissions or posted on Form 10-K for the fiscal year ended March SEDAR since December 31, 2008 (the “2008 Form 10-K”)1999, and, (ii) in prior to the form Effective Time, the Company will have furnished FCE with true and complete copies of any additional documents filed with the United States Securities and Exchange Commission (the “SEC”), all reports Commissions or registration statements and all other filings made posted on SEDAR by the Company prior to the Effective Time (such forms, reports, schedules, prospectuses, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the "Company Documents"). The Company has furnished to FCE true and complete copies of all written correspondence between the Company and any securities regulatory bodies including the TSX. 13 (b) The Company has made available to FCE all exhibits to the Company Documents filed prior to the date hereof, and will promptly make available to FCE all exhibits to any additional Company Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Company Documents have been so filed, and all Material Contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither the Company nor any of its subsidiaries is in default thereunder. (c) The Company Documents include all forms, reports, schedules, prospectuses, statements or other documents required to be filed by it with the SEC Commissions since June 30December 31, 2006 (collectively 1999. The Company has timely filed all Company Documents required to be filed by it with the 2008 Form 10-KCommissions since December 31, 1999. The Company Documents did not, at the “SEC Reports”). No SEC Report (including any document incorporated by reference therein)time they were filed, as of its filing date or, if amendedamended or updated, as of the date of the last such amendmentamendment or update, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will 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, and each SEC Report except to the extent corrected by a subsequently-filed Company Document. None of the Company's subsidiaries is required to file any forms, reports, schedules, prospectuses, statements or other documents with the Commissions. The Company Documents, at the time of its filing filed complied or will comply as to form in all material respects with Applicable Laws. Since November 2, 2006, the Company has filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the requirements of applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified)securities Laws. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Company has not filed any confidential material change report with the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and nonCommissions or any other securities authority or regulator or any stock exchange or other self-financial) required to be disclosed by regulatory authority which at the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reportsdate hereof remains confidential. (e) The Company is has publicly disclosed in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted Company Documents any information regarding any event, circumstance or action taken or failed to be taken by the Exchange Act, since November 2, 2006, neither the Company nor any of or its affiliates has made, arranged, subsidiaries which could individually or modified (in any material way) any extensions of credit in the form of aggregate reasonably be expected to have a personal loan to any executive officer or director of the CompanyMaterial Adverse Effect.

Securities Reports. (ai) The Company has heretofore made available delivered to Parent the Buyer and Acquisition, in the form filed with the SEC, its (ix) a draft dated June 16, 2008 of the Company’s Annual Report on Form 10-K for each of the fiscal year years ended March December 31, 2008 (the “2008 Form 10-K”)1993 through 1996, andinclusive, (iiy) in all proxy statements relating to the form filed with the United States Securities Company's meetings of stockholders (whether annual or special) held since May 1, 1993, and Exchange Commission (the “SEC”), z) all other reports or registration statements and all other filings (including amendments to previously filed documents) made by the Company with the SEC since June 30January 1, 2006 1993 (collectively with collectively, the 2008 "SEC Reports"), provided, however, that the Company has not delivered to the Buyer and Acquisition any Form 10-KQ Reports for periods ended on or prior to December 31, the “SEC Reports”)1996. No SEC Report (including any document incorporated by reference therein)) contained, as of its filing date ordate, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any 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, misleading and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Lawsthe applicable laws and rules and regulations of the SEC. Since November 2January 1, 20061993, the Company has filed in a timely manner all reports that it was required to file with the SEC under pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC. (b) . Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations consolidated balance sheet of the SEC with respect thereto; Company and its subsidiaries at August 31, 1997 (iia copy of which has been delivered to Buyer) was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); ) and (iii) each fairly presented in all material respects the consolidated assets, liabilities and financial position of the Company and its subsidiaries as at the respective dates thereof and and, except for the period ended August 31, 1997, the consolidated results of operations and cash flows changes in financial position and changes in stockholders’ ' equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly interim financial statements to normal year-end adjustments and except that the quarterly interim financial statements do not contain all of the footnote disclosures required by GAAP generally accepted accounting principles and except that the Company does not accrue vacation pay. (ii) The Proxy Statement will not, at the time the Proxy Statement is mailed, contain any untrue statement of a material fact, or omit 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 and will not, at the time of the meeting of stockholders to which the Proxy Statement relates or at the Effective Time omit to state any material fact necessary to correct any statement which has become false or misleading in any earlier communication with respect to the extent permitted solicitation of any proxy for such meeting; except that no representation is made by the Company with respect to statements made or incorporated by reference into the Proxy Statement based on information furnished in writing to the Company by Buyer specifically for use in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SECSEC thereunder. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (a) The Company QCo has heretofore furnished or made available to Parent GCo true and complete copies of each statement, form, schedule, report, registration statement (iincluding any prospectus filed pursuant to Rule 424(b) a draft dated June 16, 2008 of the Company’s Annual Report on Form 10-K for 1933 Act), proxy statement and other filing filed with, or furnished to, the fiscal year ended March 31SEC by QCo since June 14, 2008 (the “2008 Form 10-K”)2002, and, (ii) in prior to the form Effective Time, QCo will have furnished GCo with true and complete copies of any additional documents filed with the United States Securities SEC by QCo prior to the Effective Time (such statements, reports, registration statements, prospectuses, proxy statements, other filings, including schedules included therein, are referred to as the "QCo Documents"). QCo has furnished to GCo true and Exchange Commission complete copies of all written correspondence between QCo and any securities regulatory bodies including the SEC and Nasdaq. (b) QCo has made available to GCo all exhibits to the “SEC”)QCo Documents filed prior to the date hereof, and will promptly make available to GCo all reports or registration statements exhibits to any additional QCo Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the QCo Documents have been so filed, and all Material Contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither QCo nor any of its subsidiaries is in default thereunder. (c) The QCo Documents include all statements, reports, registration statements, and other filings made documents required to be filed by the Company it with the SEC since June 3014, 2006 (collectively 2002. QCo has timely filed all QCo Documents required to be filed by it with the 2008 Form 10-KSEC since June 14, 2002. The QCo Documents did not, at the “SEC Reports”). No SEC Report (including any document incorporated by reference therein)time they were filed, as of its filing date or, if amendedamended or updated, as of the date of the last such amendmentamendment or update, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will 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, and each SEC Report except to the extent corrected by a subsequently filed QCo Document. None of QCo's subsidiaries is required to file any forms, reports, schedules, prospectuses, statements or other documents with the SEC. The QCo Documents, at the time of its filing complied or will comply as to form in all material respects with Applicable Laws. Since November 2, 2006, the Company has they were filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout Exchange Act, the periods involved (except Securities Act, as may be indicated in the notes thereto); applicable, and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified)promulgated thereunder. (d) The Company’s “disclosure controls and procedures” (as defined QCo has publicly disclosed in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all QCo Documents any information (both financial and non-financial) required regarding any event, circumstance or action taken or failed to be disclosed taken by the Company QCo or its subsidiaries which could individually or in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported aggregate reasonably be expected to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reportshave a Material Adverse Effect. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (a) The Company FCE has heretofore furnished or made available to Parent the Company true and complete copies of each statement, form, schedule, report, registration statement (iincluding any prospectus filed pursuant to Rule 424(b) a draft dated June 16, 2008 of the Company’s Annual Report on Form 10-K for 1933 Act), proxy statement and other filing filed with, or furnished to, the fiscal year ended March SEC by FCE since October 31, 2008 (the “2008 Form 10-K”)2002, and, (ii) in prior to the form Effective Time, FCE will have furnished the Company with true and complete copies of any additional documents filed with the United States Securities SEC by FCE prior to the Effective Time (such statements, reports, registration statements, prospectuses, proxy statements, other filings, including schedules included therein, are referred to as the "FCE Documents"). FCE has furnished to the Company true and Exchange Commission complete copies of all written correspondence between FCE and any securities regulatory bodies including the SEC and Nasdaq. (b) FCE has made available to the “SEC”)Company all exhibits to the FCE Documents filed prior to the date hereof, and will promptly make available to the Company all reports or registration statements exhibits to any additional FCE Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the FCE Documents have been so filed, and all Material Contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither FCE nor any of its subsidiaries is in default thereunder. (c) The FCE Documents include all statements, reports, registration statements, and other filings made documents required to be filed by the Company it with the SEC since June 30October 31, 2006 (collectively 2002. FCE has timely filed all FCE Documents required to be filed by it with the 2008 Form 10-KSEC since October 31, 2002. The FCE Documents did not, at the “SEC Reports”). No SEC Report (including any document incorporated by reference therein)time they were filed, as of its filing date or, if amendedamended or updated, as of the date of the last such amendmentamendment or update, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will 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, and each SEC Report except to the extent corrected by a subsequently-filed FCE Document. None of FCE's subsidiaries is required to file any forms, reports, schedules, prospectuses, statements or other documents with the SEC. The FCE Documents, at the time of its filing complied or will comply as to form in all material respects with Applicable Laws. Since November 2, 2006, the Company has they were filed in a timely manner all reports that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. (b) Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout Exchange Act, the periods involved (except Securities Act, as may be indicated in the notes thereto); applicable, and (iii) fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP to the extent permitted by the rules and regulations of the SEC. (c) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified)promulgated thereunder. (d) The Company’s “disclosure controls and procedures” (as defined FCE has publicly disclosed in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all FCE Documents any information (both financial and non-financial) required regarding any event, circumstance or action taken or failed to be disclosed taken by the Company FCE or its subsidiaries which could individually or in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported aggregate reasonably be expected to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reportshave a Material Adverse Effect. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock Exchange. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

Securities Reports. (ai) The Company has heretofore made available to Parent Buyer, in the form filed with the SEC, its (iw) a draft dated June 16, 2008 of the Company’s Annual Report annual report on Form 10-K for the fiscal year ended December 31, 2003, (x) quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2008 (the “2008 Form 10-K”)2004 and June 30, and2004, (iiy) in all proxy statements relating to the form filed with the United States Securities Company's meetings of stockholders (whether annual or special) held since January 1, 2003, and Exchange Commission (the “SEC”), z) all other reports or registration statements and all other filings made by the Company with the SEC since June 30January 1, 2006 2003 (collectively with the 2008 Form 10-Kcollectively, the “"SEC Reports”"). No SEC Report (including any document incorporated by reference therein), as of its filing date or, if amended, as of the date of the last such amendment, or, with respect to the 2008 Form 10-K, as of June 16, 2008 (other than in connection with any required subsequent disclosure relating to the transaction contemplated hereby), contained or will contain any untrue statement of a material fact or omitted or will omit to state any fact required to be stated satisfied therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading and each SEC Report at the time of its filing complied or will comply as to form in all material respects with Applicable Lawsapplicable laws and the rules and regulations of the SEC. The Company maintains, and has maintained since the adoption of rules relating thereto, effective "disclosure controls and procedures" (as defined in Rule 13a-15(e) promulgated under the Exchange Act). Since November 2December 31, 20062000, the Company has filed in a timely manner all reports that it was required to file with the SEC under pursuant to the Exchange Act and the rules and regulations of the SEC. (b) . Each of the consolidated financial statements contained in the SEC Reports (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); ) and (iii) each fairly presented in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows and changes in stockholders’ ' equity of the Company and its subsidiaries for the periods indicated, subject in the case of quarterly financial statements to normal year-end adjustments and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP generally accepted accounting principles to the extent permitted by the rules and regulations of the SEC. (cii) The Proxy Statement will not, at the time the Proxy Statement is mailed to the Company’s system 's stockholders, contain any untrue statement of internal controls over financial reporting a material fact or omit 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 and will not, at the time of the meeting of stockholders to which the Proxy Statement relates or at the Effective Time, omit to state any material fact necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting, except that no representation is reasonably sufficient made by the Company with respect to statements made in the Proxy Statement based on information furnished in writing to the Company by Buyer or Acquisition specifically for use in the Proxy Statement. The Proxy Statement will comply as to form in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (ii) that receipts and expenditures are executed in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 (nor has any such deficiency or weakness since been identified). (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) requirements of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial Act and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC; and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in material compliance with the applicable listing and corporate governance rules and regulations of the Toronto Stock ExchangeSEC thereunder. (f) Except as permitted by the Exchange Act, since November 2, 2006, neither the Company nor any of its affiliates has made, arranged, or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.