Common use of Commission Filings Clause in Contracts

Commission Filings. The Company has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC (the “10-K”) and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.

Commission Filings. The Company has heretofore delivered to the Parent Purchaser copies of the Company's (ia) its Annual Report Form 10-K Report, (b) Quarterly Reports on Form 10-K Q for the year fiscal quarters ended December March 31, 20071997, June 30, 1997 and September 30, 1997 (collectively, the "Form 10-Q Reports"), and (c) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) during 1996 and 1997, in each case as filed with the SEC (Commission. The Company has heretofore made available to the “10-K”) and (ii) Purchaser all other reports reports, registration statements and other documents filed by the Company with the SEC Commission under the Exchange Act and the Securities Act. All such documents described in the first two sentences of this section are collectively referred to herein as the "Commission Filings." Except as set forth on the Disclosure Schedule, the Company has not filed any Form 8-K Reports with the Commission since January 1, 1997. The Company has timely filed all reports, registration statements and other documents required to be filed with the initial filing Commission under the rules and regulations of the 10-K (collectivelyCommission, and all Commission Filings complied with the “SEC Reports”)requirements of the Securities Act or the Exchange Act, as the case may be. As of their respective dates, the SEC Reports complied Commission Filings (including in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained cases any exhibits or schedules thereto or documents incorporated therein by reference) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.

Commission Filings. (a) The Company has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC (Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the “10-K”) and (ii) all other reports date hereof. All documents filed by the Company with the SEC under Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the initial filing of "Company Commission Filings;" the Company 1997 10-K (collectivelyK, the “SEC Reports”). As of their respective datesCompany's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998 and any Report on Form 8-K filed by the SEC Reports complied Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of thereunder, (ii) did not at the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained time they were filed contain any untrue statement of a material fact or omitted fact, and (iii) did not at the time they were filed omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The Each of the audited consolidated financial statements of the Company and its subsidiaries unaudited interim consolidated financial statements (including any related notes or schedules) included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been Company Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (basis, except as may be indicated therein or in the notes thereto and exceptor schedules thereto, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present presented in all material respects the consolidated financial position of the Company and its subsidiaries the Company Subsidiaries as of at the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and any other adjustments described therein. Except as set forth in Section 3.7 the absence of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007complete notes.

Commission Filings. The Company has heretofore delivered made available to Purchaser ------------------ copies of the Parent Company's (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1993 and 1994, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the year ended December 31, 2007, as filed with the SEC (the “Company's Quarterly Reports on Form 10-K”) and (ii) all other reports filed by Q in 1995, the Company with the SEC under the Exchange Act since the initial filing of the 10Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (collectivelytogether, the “SEC "Company Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained ") did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes and its subsidiaries schedules) included in the SEC Reports previously provided reports referred to the Parent comply as to form in all material respects with applicable accounting requirements clauses (i) and published rules (ii) of the SEC with respect thereto, first sentence of this paragraph have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) 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, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Section 3.7 Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it (except in connection with the SEC during exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the past three years. No subsidiary stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no change in the accounting principles as reflected in the first footnote of the audited financial statements of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to fiscal year ending December 31, 20071994.

Commission Filings. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since June 30, 1993. The Company has heretofore delivered to the Parent its (ia) its Annual Report Reports on Form 10-K for each fiscal year of the Company beginning with the fiscal year ended December 31June 30, 20071993, as filed with the SEC SEC, (the “b) Quarterly Reports on Form 10-K”Q for each fiscal quarter of the Company beginning with the fiscal quarter ended September 30, 1993, as filed with the SEC, (c) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during each fiscal year beginning with the fiscal year 1993 and (iid) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K June 30, 1993 (collectively, the “"SEC Reports”Documents"). As of their respective dates, the SEC Reports Documents complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC ReportsDocuments, and none of the SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein , in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof and furnished to Parent. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports previously provided to the Parent Documents comply as to form in all material respects with applicable accounting requirements and published the rules of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be specifically indicated therein or in the notes thereto and exceptthereto, in the case of unaudited except for such statements, if any, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.modified by subsequent filings

Commission Filings. The Company has heretofore delivered made available to Purchaser copies of the Parent Company's (i) its Annual Reports on Form 10-K for the fiscal years ended December 27, 1997 and 1998, (ii) Quarterly Reports on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1997 through 1999, inclusive, and (iv) filings under the Securities Act, since January 1, 1997, in each case as filed with the Commission. Except as set forth in SECTION 4.5 of the Company Disclosure Schedule, since January 1, 1997, the Company has filed all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied (except to the extent revised or superseded by a subsequent filing with the Commission prior to the date hereof), in all material respects, with the requirements of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1998, the year ended December 31Company's Quarterly Reports on Form 10-Q in 1999, 2007the Company's Current Reports on Form 8-K with respect to events which occurred in 1999 and the Company's 1999 Proxy Statement (together, as filed the "COMPANY REPORTS") (except to the extent revised or superseded by a subsequent filing with the SEC (Commission prior to the “10-K”date hereof) and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes and its subsidiaries schedules) included in the SEC Reports previously provided reports referred to the Parent comply as to form in all material respects with applicable accounting requirements clauses (i) and published rules (ii) of the SEC with respect thereto, first sentence of this paragraph have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) and (except to the extent revised or superseded by financial statements included in a subsequent filing with the Commission prior to the date hereof) 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, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by U.S. GAAP may have been omitted. Except as set forth in Section 3.7 SECTION 4.5 of the Company Disclosure Schedule, or in the Company has timely filed all formsReports, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Companysince March 31, including its consolidated subsidiaries1999, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to recordthere has not been a Material Adverse Effect, process, summarize and report financial data and (ii) except as permitted by this Agreement, there has been (1) no declaration, setting aside or payment of any fraud, whether or not material, that involves management dividend or other employees who have a role distribution by the Company in respect of the Company's Common Stock, and (2) no material change in the Company’s internal controls. Since accounting principles as reflected in the date first footnote of the most recent evaluation audited financial statements of such disclosure controls and proceduresthe Company for the fiscal year ending December 27, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 20071998.

Commission Filings. (a) The Company Parent has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC (Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the “10-K”) and (ii) all other reports date hereof. All documents filed by the Company Parent with the SEC under Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the initial filing of the 10-K "Parent Commission Filings." The Parent Commission Filings (collectivelyi) were prepared, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the SEC promulgated thereunder time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and applicable to such SEC Reportsamended, and none of at the SEC Reports contained time they were amended) contain any untrue statement of a material fact or omitted fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The Each of the audited consolidated financial statements of the Company and its subsidiaries unaudited interim consolidated financial statements (including any related notes or schedules) included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (basis, except as may be indicated therein or in the notes thereto and exceptor schedules thereto, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present presented in all material respects the consolidated financial position of the Company Parent and its subsidiaries the Parent Subsidiaries as of at the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and any other adjustments described therein. Except as set forth in Section 3.7 the absence of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007complete notes.

Commission Filings. The Company has heretofore previously delivered to the Parent Purchaser (i) its Annual Report on Form 10-K for the year ended December 31, 20072001, and any amendments thereto, as filed with the SEC Securities and Exchange Commission (the “"SEC") (as amended through the date hereof, the "10-K”"), (ii) its proxy statement relating to the Company's meetings of shareholders (whether annual or special) during 2002, as filed with the SEC, and (iiiii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K January 1, 2000 (collectively, the “"SEC Reports”Documents"). As of their respective dates, the SEC Reports Documents complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC ReportsDocuments, and none of the SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries Subsidiaries included in the SEC Reports Documents previously provided to the Parent Purchaser comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ shareholders' equity (to the extent applicable) and statements of cash flows flow for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 The consolidated unaudited financial statements of the Company Disclosure Scheduleand its Subsidiaries for the period ended September 30, 2002 (the "Unaudited Third Quarter Financial Statements") previously provided to the Purchaser have been prepared using the same accounting principles and policies and in a manner consistent with the consolidated financial statements of the Company and its Subsidiaries for the year ended December 31, 2001 included in the 10-K and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of September 30, 2002 and the consolidated results of their operations and statement of cash flows for the nine months ended September 30, 2002. As of the date hereof, the Company has timely not filed all forms, any definitive reports or statements and documents required to be filed by it with the SEC during since November 22, 2002. The Company will provide the past three years. No subsidiary of the Company is required to make any filing Purchaser with the SEC. Each each draft version of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required 's Annual Report on Form 10-K, including documents incorporated therein by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures reference, for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to year ended December 31, 20072002, promptly after preparation of such draft.

Commission Filings. The Company Territorial has heretofore delivered filed all forms, reports and documents required to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as be filed with the SEC (the “10-K”) and (ii) Commission since March 31, 1994, including all proxy statements, all other reports filed by the Company with the SEC and registration statements, and all amendments and supplements to all such reports or registration statements, including without limitation any reports required under Section 13(a) of the Exchange Act since the initial filing of the 10-K (collectively, the “SEC "Territorial Commission Reports”"), and upon the Reverse Split will be eligible to file a certification with the Commission on Form 15. As Territorial has delivered to SOCO copies of their respective dates(i) Territorial's Form 10KSB Annual Report for each of the fiscal years ending March 31, 1994, 1995, 1996 and 1997 (excluding Exhibits thereto), (ii) Territorial's 10QSB Quarterly Reports for the SEC six month period ending September 30, 1997, and (iii) Territorial's proxy statement dated April 4, 1997 for its Annual Meeting of Shareholders held on April 30, 1997. All of the Territorial Commission Reports complied were prepared in all material respects accordance with the requirements of all applicable laws and did not at the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Territorial Entities (other than Territorial) is required to file any reports, forms or other documents with the Commission. The Territorial Proxy Statement shall not, at the date it is first mailed to Territorial Shareholders, at the time of the Territorial Reverse Split Shareholders' Meeting, and at the Reverse Split Effective Time, include 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, except that no representation is made with respect to information furnished by SOCO to Territorial for inclusion in the Proxy Statement. The consolidated financial statements materials distributed to Territorial Shareholders by Territorial in connection with the Territorial Merger Shareholders' Meeting shall not, at the date such materials are first mailed to Territorial Shareholders, at the time of the Company Territorial Merger Shareholders' Meeting, and its subsidiaries included in at the SEC Reports previously provided Merger Effective Time, include any untrue statement of a material fact or omit to the Parent comply as to form in all state a material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents fact required to be filed by it with stated therein or necessary to make the SEC during the past three years. No subsidiary statements therein, in light of the Company circumstances under which they were made, not misleading, except that no representation is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained information furnished by SOCO to Territorial for inclusion in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007materials.

Commission Filings. The Company Parent has heretofore delivered made available to the Parent Company copies of Parent's (i) its Annual Report Reports on Form 1040-K F for the year fiscal years ended December 31, 20071997 and 1998, (ii) Parent's Current Reports on Form 6-K for 1999, (iii) proxy statements relating to Parent's meetings of stockholders (whether annual or special) during the years 1997 through 1999, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "SECURITIES ACT"), since January 1, 1997, in each case as filed with the SEC (the “10-K”) Commission. Since January 1, 1997, Parent has filed all reports, registration statements and (ii) all other reports documents required to be filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied (except to the extent revised or superseded by a subsequent public filing with the Commission prior to the date hereof), in all material respects, with the requirements of the SEC promulgated thereunder Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to Parent Reports in the following two sentences. As of their respective dates, Parent's Annual Report for 1998, Parent's Current Reports on Form 6-K with respect to events which occurred in 1999 and applicable Parent's 1999 Proxy Statement (together, the "PARENT Reports") (except to such SEC Reports, and none of the SEC Reports contained extent revised or superseded by a subsequent public filing with the Commission prior to the date hereof) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent (including any related notes and its subsidiaries schedules) included in the SEC Reports previously provided reports referred to the Parent comply as to form in all material respects with applicable accounting requirements clauses (i) and published rules (ii) of the SEC with respect thereto, first sentence of this paragraph have been prepared in accordance with Canadian generally accepted accounting principles ("CANADIAN GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) and (except to the extent revised or superseded by financial statements included in a subsequent public filing with the Commission prior to the date hereof) fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by Canadian GAAP may have been omitted. Except as set forth in Section 3.7 of the Company Disclosure ScheduleParent Reports, the Company has timely filed all formssince March 31, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company1999, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to recordthere has not been a Material Adverse Effect, process, summarize and report financial data and (ii) except as permitted by this Agreement, there has been (1) no declaration, setting aside or payment of any fraud, whether or not material, that involves management dividend or other employees who have a role distribution by Parent in respect of Parent Stock, and (2) no material change in the Company’s internal controls. Since accounting principles as reflected in the date first footnote of the most recent evaluation audited financial statements of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to Parent for the fiscal year ending December 31, 20071998.

Commission Filings. All reports, forms and statements required to be filed by the Company during the period from December 28, 1996 to the date of this Agreement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), have been duly and timely filed and were in compliance with the requirements of their respective forms. The Company has heretofore previously delivered to the Parent (i) its Annual Report Buyer copies of the Company's annual report on Form 10-K for the fiscal year ended December 3128, 20071996, as with all amendments, all of the Company's quarterly reports on Form 10-Q and current reports on Form 8-K from December 29, 1996 to the date hereof, with all amendments (if any), the Company's annual report to stockholders for the fiscal year ended December 28, 1996, the Company's proxy statement in connection with its annual meeting of stockholders held on July 10, 1997 and all registration statements, if any, that the Company has filed with the SEC Securities and Exchange Commission (the “"Commission") in fiscal 1997. The Company has heretofore made public disclosure of such additional material information since the date of the Company's annual report on Form 10-K for the fiscal year ended December 28, 1996 as it was required to disclose pursuant to the requirements of applicable Federal and state securities and other laws and has furnished copies of such disclosure to the Buyer. The annual report on Form 10-K for the fiscal year ended December 28, 1996, as amended, and all subsequent reports on Form 10-Q and 8-K”) , annual reports to stockholders, proxy statements and (ii) all other reports filed public disclosures as of the dates thereof or the dates made, and such other documents or information with respect to the Company, required to be supplied to the Buyer pursuant to this Agreement or supplied to the Buyer at its request by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectivelyor on its behalf, the “SEC Reports”). As of their respective dateswere or are true, the SEC Reports complied in all material respects with the requirements of the Exchange Act correct and the rules complete and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained did not or do not contain any untrue statement of a material fact and did not or omitted do not 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 consolidated financial statements of the Company and its subsidiaries included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.

Commission Filings. The Company Parent has heretofore delivered made available to the Parent Company copies of Parent's (i) its Annual Report Reports on Form 1040-K F for the year fiscal years ended December 31, 20071997 and 1998, (ii) Parent's Current Reports on Form 6-K for 1999, (iii) proxy statements relating to Parent's meetings of stockholders (whether annual or special) during the years 1997 through 1999, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "SECURITIES ACT"), since January 1, 1997, in each case as filed with the SEC (the “10-K”) Commission. Since January 1, 1997, Parent has filed all reports, registration statements and (ii) all other reports documents required to be filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied (except to the extent revised or superseded by a subsequent public filing with the Commission prior to the date hereof), in all material respects, with the requirements of the SEC promulgated thereunder Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to Parent Reports in the following two sentences. As of their respective dates, Parent's Annual Report for 1998, Parent's Current Reports on Form 6-K with respect to events which occurred in 1999 and applicable Parent's 1999 Proxy Statement (together, the "PARENT REPORTS") (except to such SEC Reports, and none of the SEC Reports contained extent revised or superseded by a subsequent public filing with the Commission prior to the date hereof) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent (including any related notes and its subsidiaries schedules) included in the SEC Reports previously provided reports referred to the Parent comply as to form in all material respects with applicable accounting requirements clauses (i) and published rules (ii) of the SEC with respect thereto, first sentence of this paragraph have been prepared in accordance with Canadian generally accepted accounting principles ("CANADIAN GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) and (except to the extent revised or superseded by financial statements included in a subsequent public filing with the Commission prior to the date hereof) fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by Canadian GAAP may have been omitted. Except as set forth in Section 3.7 of the Company Disclosure ScheduleParent Reports, the Company has timely filed all formssince March 31, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company1999, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to recordthere has not been a Material Adverse Effect, process, summarize and report financial data and (ii) except as permitted by this Agreement, there has been (1) no declaration, setting aside or payment of any fraud, whether or not material, that involves management dividend or other employees who have a role distribution by Parent in respect of Parent Stock, and (2) no material change in the Company’s internal controls. Since accounting principles as reflected in the date first footnote of the most recent evaluation audited financial statements of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to Parent for the fiscal year ending December 31, 20071998.

Commission Filings. The Company Since January 1, 1997, Parent has heretofore ------------------ filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Parent Company copies (iincluding all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Report Reports on Form 10-K for the fiscal year ended December 31, 20071998, and for the immediately preceding fiscal year, as filed with the SEC SEC, (the “10-K”b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions taken by consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports reports, including quarterly reports, and registration statements filed by the Company Parent with the SEC under since January 1, 1997 (other than registration statements filed on Form S-8) (the Exchange Act since documents referred to in clauses (a), (b) and (c) filed prior to the initial filing of date hereof are collectively referred to as the 10-K (collectively, the “"SEC Reports”"). As of their respective datesdates (or, in the case of filing under the Securities Act, at the time of effectiveness), (A) the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the SEC Reports included all required exhibits. The audited consolidated financial statements of the Company and its subsidiaries Parent included in the SEC Reports previously provided to Annual Report on Form 10-K for the year ended December 31, 1998, and the unaudited consolidated interim financial statements included in Parent's Quarterly Report on Form 10-Q for the quarter ending September 30, 1999 (collectively, the "Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, Financial Statements") have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) and fairly and accurately present the consolidated financial position of the Company Parent and its subsidiaries as of the dates thereof and the consolidated results of their operations, operations and changes in stockholders’ equity (to the extent applicable) and statements of cash flows financial position for the periods then ended, ended (subject, in the case of the unaudited consolidated interim financial statements, statements to normal year-year- end adjustments adjustments, none of which, individually or in the aggregate, would have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have taken as a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007whole).

Commission Filings. The Company Advanced NMR has in a timely ------------------ manner filed all required forms, reports and other documents with the Commission since January 1, 1994, all of which complied when filed, in all material respects, with all applicable requirements of the 1933 Act and 1934 Act. Advanced NMR has heretofore delivered to the Parent AMS complete and correct copies of (i) its Annual Report on Form 10-K for the year nine-month period ended December 31September 30, 20071995, as filed with the SEC (the “10-K”) and Commission, (ii) all proxy statements relating to Advanced NMR's meetings of stockholders (whether annual or special) since January 1, 1994, and (iii) all other reports reports, forms and other documents filed by the Company Advanced NMR with the SEC under the Exchange Act Commission since the initial filing of the 10-K January 1, 1994 (collectivelytogether, the “"ANMR SEC Reports”Documents"). As of their respective dates, the ANMR SEC Reports complied in Documents (including all material respects with the requirements of the Exchange Act exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The consolidated audited financial statements and the unaudited interim financial statements of the Company and its subsidiaries Advanced NMR, included or incorporated by reference in the ANMR SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been Documents were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be otherwise indicated in the notes thereto and except, in the case of except with respect to unaudited statements, statements as permitted by Form 10-Q and Regulation S-X of the SEC) Commission), and fairly present the consolidated financial position of the Company and its subsidiaries Advanced NMR as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) its operations and statements of cash flows for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007adjustments).

Commission Filings. The Company has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as properly and timely filed with the SEC (the “10-K”) Commission all reports, proxy statements, forms and (ii) all other reports documents required to be filed by the Company with the SEC Commission under the Securities Act and the Exchange Act since the initial filing of the 10-K becoming subject to such Acts (collectively, the “SEC ReportsCommission Filings”). As of their respective datesdate of filing, (i) the SEC Reports Commission Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and applicable to such SEC ReportsCommission Filings and (ii) to the Knowledge of the Company, and none of the SEC Reports Commission Filings contained at the time of its filing 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 and its subsidiaries included in the SEC Reports previously provided to Commission Filings, as of the Parent comply as to form dates of such documents, were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were to the Knowledge of the Company prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SECthereto) and fairly present presented the consolidated financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, ended (subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments that in the aggregate are not material and to any other adjustments adjustment described therein). Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.___________________ Initials ____________________ Initials

Commission Filings. The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1996 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended. The Company has heretofore delivered made available to the Parent (i) its Purchaser all of the Commission Filings, including the Company's Annual Report on Form 10-K KSB for the year ended December 31, 20071996, as filed with and the SEC (the “Company's Quarterly Reports on Form 10-K”) QSB for the quarterly periods ended March 31, 1997, June 30, 1997 and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectivelySeptember 30, the “SEC Reports”)1997. As of their respective dates, the SEC Reports complied in Commission Filings (including all material respects with the requirements of the Exchange Act exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries included or incorporated by reference in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, such Commission Filings have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited statements, as permitted by Form 10-Q QSB), complied as of their respective dates in all material respects with applicable accounting requirements and Regulation S-X the published rules and regulations of the SEC) Commission with respect thereto, and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments adjustments). Since September 30, 1997, except as described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design Commission Filings, there has not been any event which has had or operation of internal controls which could adversely affect the Company’s ability would be expected to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007Material Adverse Effect.

Commission Filings. The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1996 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended. The Company has heretofore delivered made available to the Parent (i) its Purchaser all of the Commission Filings, including the Company's Annual Report on Form 10-K KSB for the year ended December 31, 20071996, as filed with and the SEC (Company's Quarterly Reports on Form 10- QSB for the “10-K”) quarterly periods ended March 31, 1997, June 30, 1997 and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectivelySeptember 30, the “SEC Reports”)1997. As of their respective dates, the SEC Reports complied in Commission Filings (including all material respects with the requirements of the Exchange Act exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries included or incorporated by reference in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, such Commission Filings have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited statements, as permitted by Form 10-Q QSB), complied as of their respective dates in all material respects with applicable accounting requirements and Regulation S-X the published rules and regulations of the SEC) Commission with respect thereto, and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments adjustments). Since September 30, 1997, except as described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design Commission Filings, there has not been any event which has had or operation of internal controls which could adversely affect the Company’s ability would be expected to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007Material Adverse Effect.

Commission Filings. (a) The Company Parent has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC (Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the “10-K”) and (ii) all other reports date hereof. All documents filed by the Company Parent with the SEC under Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the initial filing of the 10-K "Parent Commission Filings." The Parent Commission Filings (collectivelyi) were prepared, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the SEC promulgated thereunder time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and applicable to such SEC Reportsamended, and none of at the SEC Reports contained time they were amended) contain any untrue statement of a material fact or omitted fact, and (iii) did not at the time they were filed (or, if filed and amended 10 16 prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The Each of the audited consolidated financial statements of the Company and its subsidiaries unaudited interim consolidated financial statements (including any related notes or schedules) included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (basis, except as may be indicated therein or in the notes thereto and exceptor schedules thereto, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present presented in all material respects the consolidated financial position of the Company Parent and its subsidiaries the Parent Subsidiaries as of at the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any other adjustments described therein. Except 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 not misleading and (ii) the Joint Proxy Statement/Information Statement (as set forth in Section 3.7 defined herein) will, at the date mailed to stockholders of the Company Disclosure Schedule, and Parent and at the time of the meeting of stockholders of the Company has timely filed all formsto be held in connection with the Company Merger, statements and documents contain any untrue statement of a material fact or omit to state any material fact required to be filed by it with stated therein or necessary in order to make the SEC during the past three years. No subsidiary statements therein, in light of the Company circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to make any filing be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SECCommission and, as and to the extent required by law, disseminated to the stockholders of Parent. Each The Registration Statement will comply as to form in all material respects with the provisions of the Company’s Chief Executive Officer Securities Act and Chief Financial Officer has made the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all certifications required by Rule 13a-14 or 15d-14 under material respects with the provisions of the Exchange Act and Sections 302 the rules and 906 of the Sxxxxxxx-Xxxxx Act of 2002 regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company SEC Reports and the statements contained specifically for inclusion or incorporation by reference in such certifications are true and accuratedocuments. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.3.6

Commission Filings. The Company has heretofore delivered to the Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC Commission all reports, forms, registration statements, definitive proxy statements and documents required to be filed with the Commission since January 1, 1995 (the “10-K”) "SEC REPORTS"). The Company has delivered to Parent a complete and (ii) all other reports filed by the Company with correct copy of the SEC under Reports and any amendments thereto filed prior to the Exchange Act since the initial filing of the 10-K (collectively, the “SEC Reports”)date hereof. As of their respective dates, the SEC Reports complied in (including all material respects with the requirements of the Exchange Act financial statements, exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries the Company Subsidiaries (including the consolidated financial statements for the year ended December 31, 1997) included or incorporated by reference in the SEC Reports, and in the Company's Annual Reports previously provided for the years ended December 31, 1994, 1995 and 1996 heretofore delivered to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect theretoParent, 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 exceptthereto), in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated assets, liabilities and financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations, operations and changes in stockholders’ equity (to the extent applicable) and statements of cash flows financial position for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007adjustments).

Commission Filings. The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1996 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as AMENDED (THE "SECURITIES Act"), and the Securities Exchange Act of 1934, as amended. The Company has heretofore delivered made available to the Parent (i) its Purchaser all of the Commission Filings, including the Company's Annual Report on Form 10-K KSB for the year ended December 31, 20071996, as filed with and the SEC (the “Company's Quarterly Reports on Form 10-K”) QSB for the quarterly periods ended March 31, 1997, June 30, 1997 and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K (collectivelySeptember 30, the “SEC Reports”)1997. As of their respective dates, the SEC Reports complied in Commission Filings (including all material respects with the requirements of the Exchange Act exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries included or incorporated by reference in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, such Commission Filings have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited statements, as permitted by Form 10-Q QSB), complied as of their respective dates in all material respects with applicable accounting requirements and Regulation S-X the published rules and regulations of the SEC) Commission with respect thereto, and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments adjustments). Since September 30, 1997, except as described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and proceduresCommission Filings, there have has not been no significant changes in internal controls any event which has had or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007would BE EXPECTED TO HAVE a Material Adverse Effect.

Commission Filings. (a) The Company has heretofore delivered made available to the Parent its (ia) its Annual Report Reports on Form 10-K (the "Company 10-K's") for the year years ended December 31, 20071996, December 31, 1997 and December 31, 1998 as filed with the SEC Commission, (b) proxy statements relating to all of the “10-K”Company's meetings of stockholders (whether annual or special) since January 1, 1996, and (iic) all other reports or registration statements filed by the Company with the SEC under the Exchange Act Commission since the initial filing of the 10-K January 1, 1996 (collectively, the “SEC Reports”"Filings"). As of their respective dates, The Filings were prepared and the SEC Reports complied Subsequent Filings (as defined hereafter) will be prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the SEC promulgated Commission thereunder and applicable to such SEC ReportsFilings and Subsequent Filings. As of their respective dates, the Filings (including all exhibits and none of schedules thereto and documents incorporated by reference therein) did not contain and the SEC Reports contained Subsequent Filings will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries Subsidiaries (including any related notes or schedules thereto) included or incorporated by reference in the SEC Reports previously provided to the Parent comply as to form Filings have complied in all material respects with the applicable published accounting requirements rules and published rules regulations of the SEC Commission with respect thereto, thereto and 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 exceptor schedules thereto), in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) operations and statements of cash flows of the Company and its consolidated Subsidiaries for the respective periods then ended, except as otherwise indicated in the notes thereto (subject, in the case of the any unaudited consolidated interim financial statements, to normal year-end adjustments which were not and any other adjustments described thereinare not expected, individually or in the aggregate, to have a Material Adverse Effect). Except as set forth in Section 3.7 Since January 1, 1992 and until the consummation of the Company Disclosure ScheduleOffer, the Company has timely filed or will file with the Commission all formsreports, proxy statements and other documents required by Section 13, 14 or 15 of the Exchange Act to be filed by it with the SEC during the past three yearsit. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer All reports, proxy statements and Chief Financial Officer has made all certifications other documents required by Rule 13a-14 or 15d-14 under the Exchange Act to be filed by the Company after the date hereof and Sections 302 and 906 until the consummation of the Sxxxxxxx-Xxxxx Act of 2002 with respect to Offer, except for the Company SEC Reports Schedule 14D-9 and the statements contained in such certifications Proxy Statement (as hereinafter defined), are true and accurate. The Company has established and maintains disclosure controls and procedures for referred to herein as the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007"Subsequent Filings."

Commission Filings. The Company Buyer has heretofore delivered filed all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 to the Parent date hereof (i) excluding its Annual Report on Form 10-K for the fiscal year ended December October 31, 20071994) (collectively, as filed supplemented and amended since the time of filing, the "BUYER SEC REPORTS") with the SEC (the “10-K”) SEC. The audited consolidated financial statements and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing unaudited consolidated interim financial statements of the 10-K Buyer and its subsidiaries included or incorporated by reference in such Buyer SEC Reports (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, "BUYER FINANCIAL STATEMENTS") have been prepared in accordance with United States applicable generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto) and present fairly, in all material respects, the financial position and results of operations and, where applicable, cash flows of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated all such financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated that are interim financial statements, to for normal year-end adjustments adjustments). Buyer SEC Reports, including all Buyer SEC Reports filed after the date of this Agreement and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect prior to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act Effective Time, (i) were or will be prepared in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to respects with all applicable requirements of the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors Securities Act and the Audit Committee of Exchange Act, as the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data case may be and (ii) did not at the time they were filed or will not at the time they are filed, contain any frauduntrue 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, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date light of the most recent evaluation of such disclosure controls and procedurescircumstances under which they were made, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007not misleading.

Commission Filings. The Company has heretofore delivered to the Parent Purchaser its (i) its Annual Report Reports on Form 10-K for the year years ended December 31June 30, 20071994, June 30, 1995 and June 30, 1996, as filed with the SEC SEC, (ii) proxy statements relating to the “10-K”Company's meetings of shareholders (whether annual or special) during 1994, 1995 and 1996, and (iiiii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing of the 10-K June 30, 1995 (collectively, the “"SEC Reports”Documents"). As of their respective dates, the SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC ReportsDocuments, and none of the SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports Documents previously provided to the Parent Purchaser comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, 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 except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders’ shareholders' equity (to the extent applicable) and statements of cash flows flow for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein. The unaudited 8 9 financial statements of the Company for the three months ended September 30, 1996 (the "Unaudited First Quarter Financial Statements"), previously provided to the Purchaser have been prepared using the same accounting principles and policies and in a manner consistent with the financial statements of the Company and its Subsidiaries for the period ended June 30, 1996 and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of September 30, 1996, and the consolidated results of their operations, changes in shareholders' equity and statements of cash flow for the three months ended September 30, 1996. Except as set forth in Section 3.7 the SEC Documents or in the Unaudited First Quarter Financial Statements, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since , 30, 1996, neither the Company nor any Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on the consolidated balance sheet of the Company Disclosure Scheduleand its consolidated Subsidiaries or in the notes thereto. 4.7 Absence of Certain Changes or Events. Since September 30, 1996, except as previously disclosed in writing to the Purchaser, neither the Company has timely filed all formsnor any Subsidiary has: (a) suffered any Material Adverse Effect or any event, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary change or condition, known as of the Company is required date hereof, likely to make cause or have any filing with such Material Adverse Effect, other than as a result of changes in conditions, including economic or political developments, applicable to the SEC. Each business of health care generally or the business of manufacturing or selling medical devices generally not having a disproportionate effect on the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect 's business relative to the Company SEC Reports and the statements contained in effect of any such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those change on other entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design business of manufacturing or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize selling medical devices; or (b) conducted its business and report financial data and (ii) any fraud, whether or not material, that involves management or operations other employees who have a role in the Company’s internal controlsthan as permitted by Section 5.1 hereof. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007.4.8

Commission Filings. The Company Purchaser has filed all required forms, reports and other documents with the Commission for periods from and after December 31, 1997 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. The Purchaser has heretofore delivered made available to the Parent Seller all of the Commission Filings, including the Purchaser's (i) its Annual Report on Form 10-K for the year ended December 31, 20071997; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, as 1998; (iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; (iv) Quarterly Report on Form 10-Q for the quarter ended September 30, 1998; and (v) proxy statement filed with the SEC (Commission relating to the “10-K”) and (ii) all other reports filed by the Company with the SEC under the Exchange Act since the initial filing Purchaser's 1998 annual meeting of the 10-K (collectively, the “SEC Reports”)stockholders. As of their respective dates, the SEC Reports complied in Commission Filings (including all material respects with the requirements of the Exchange Act exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder and applicable to such SEC Reports, and none of the SEC Reports contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The consolidated audited financial statements and unaudited interim financial statements of the Company and its subsidiaries Purchaser (the "Purchaser Financial Statements") included or incorporated by reference in the SEC Reports previously provided to the Parent comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, such Commission Filings have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited statements, as permitted by Form 10-Q Q), complied as of their respective dates in all material respects with applicable accounting requirements and Regulation S-X the published rules and regulations of the SEC) Commission with respect thereto, and fairly present the consolidated financial position of the Company and its subsidiaries Purchaser as of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments described therein. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 2007adjustments).