Common use of Annual Report; Financial Statements Clause in Contracts

Annual Report; Financial Statements. The Company's Annual Report on Form 10-K for the year ended December 31, 2003, as amended by Form 10-K/A filed with the SEC on April 29, 2004, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (the " SEC Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All of the consolidated financial statements included in the Reports (the "Company Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the Company's independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereof, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since December 31, 2003, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyA-C's Annual Report on Form 10-K for the year ended December 31, 2003, as amended by Form 10-K/A 2000 (the "Report") was filed with the SEC Securities and Exchange Commission (the "SEC") on April 292, 2004, and Quarterly 2001. The Report on Form 10-Q for the quarter ended March 31, 2004 (the " SEC Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports Report on the date filed with the SEC, and the Reports Report did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have Report has not been amended, nor as of the date hereof has the Company A-C filed any report Report on Form 8-K since December 31April 2, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 20042001. All of the consolidated financial statements included in the Reports Report (the "Company A-C Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, ) are accompanied by the audit (going concern) opinion of the CompanyA-C's independent public accountants. Except as set forth in Schedule 2.7 6.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31, 20032000, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31, 2003, except as set forth on Schedule 2.7 heretothe date of filing of the Annual Report, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect on A-C and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Except as qualified by Schedule 2.7, the Company's ’s Annual Report on Form 10-K for the year ended December 31, 20032006 (including all exhibits and schedules thereto, as amended by Form 10-K/A filed with the “SEC on April 29, 2004, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (the " SEC Reports"Report”) have has been filed with the SEC and the Reports SEC Report complied in all material respects with the rules of the SEC applicable to such Reports SEC Report on the date filed with the SEC, and the Reports SEC Report did not contain, on the date of filing with the SEC, and does not contain as of the date hereof, and the SEC Report will not contain as of the Closing Date, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have As of the date hereof, except as set forth in Schedule 2.7, the SEC Report has not been amended. Except as qualified by Schedule 2.7, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All all of the consolidated financial statements included in the Reports SEC Report (the "“Company Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), ) in the case of the annual financial statements, are accompanied by the audit opinion of the Company's ’s independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereofhereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31, 20032006, or (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since December 31, 20032006, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyNELX's Annual Report on Form 10-K KSB for the year ended December May 31, 20032000 (a "Report") was filed with the Securities and Exchange Commission (the "SEC") on November 4, as amended by 2000, and its most recent report on Form 10-K/A QSB was filed with the SEC for the period ended February 28, 2001 on April 2926, 2004, and Quarterly 2001. Each Report on Form 10-Q for the quarter ended March 31, 2004 (the " SEC Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports Report on the date filed with the SEC, and the Reports did not containneither Report contained, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All of the consolidated financial statements included in the Reports (the "Company NELX Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company NELX and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company NELX as of the date of each such Company NELX Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, ) are accompanied by the audit (going concern) opinion of the CompanyNELX's independent public accountantsIndependent Public Accountants. Except as set forth in Schedule 2.7 6.7 or in the Company NELX Financial Statements, as of the date hereof, the Company NELX has no liabilities other than (i) liabilities which are reflected or reserved against in the Company NELX Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of NELX since the Company since December 31, 2003filing of the most recent Report not exceeding $25,000 in the aggregate, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company NELX Financial Statements. Since December 31, 2003, except as set forth on Schedule 2.7 heretothe date of filing of the most recent Report, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect on NELX and the Company NELX has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Except as qualified by Schedule 2.7, the Company's ’s Annual Report on Form 10-K KSB for the year ended December 31, 2003, as amended by Form 10-K/A filed with the SEC on April 29, 2004, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 2005 (the " “SEC Reports"Report”) have has been filed with the SEC and the Reports SEC Report complied in all material respects with the rules of the SEC applicable to such SEC Reports on the date filed with the SEC, and the Reports SEC Report did not contain, on the date of filing with the SEC, and do not contain as of the date hereof, and the SEC Report will not contain as of the Closing Date, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have As of the date hereof, except as set forth in Schedule 2.7, the SEC Report has not been amended. Except as qualified by Schedule 2.7, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All all of the consolidated financial statements included in the SEC Reports (the "“Company Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), ) in the case of the annual financial statements, are accompanied by the audit opinion of the Company's ’s independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereofhereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31, 20032005, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 2.7, or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since December 31, 20032005, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Company's A-C’s Annual Report on Form 10-K for the year years ended December 31, 20032001 and December 31, as amended by Form 10-K/A filed with the SEC on April 29, 2004, 2002 and Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2004 2003, June 30, 2003 and September 30, 2003 (the " SEC “Reports"”) have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company A-C filed any report on Form 8-K since December 31September 30, 2003 other than a Form 8-Ks K filed on June 3November 21, 2004 and June 23, 20042003. All of the consolidated financial statements included in the Reports (the "Company “A-C Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the Company's A-C’s independent public accountants. Except as set forth in Schedule 2.7 3.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31September 30, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31September 30, 2003, except as set forth on Schedule 2.7 3.7 hereto, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyA-C's Annual Report on Form 10-K for the year years ended December 31, 20032001 and December 31, as amended by Form 10-K/A filed with the SEC on April 29, 2004, 2002 and Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2004 2003, June 30, 2003 and September 30, 2003 (the " SEC "Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company A-C filed any report on Form 8-K since December 31September 30, 2003 other than a Form 8-Ks K filed on June 3November 21, 2004 and June 23, 20042003. All of the consolidated financial statements included in the Reports (the "Company A-C Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the CompanyA-C's independent public accountants. Except as set forth in Schedule 2.7 3.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31September 30, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31September 30, 2003, except as set forth on Schedule 2.7 3.7 hereto, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyA-C's Annual Report on Form 10-K for the year years ended December 31, 20032001 and December 31, as amended by Form 10-K/A filed with the SEC on April 29, 2004, 2002 and Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2004 2003, June 30, 2003 and September 30, 2003 (the " SEC "Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company A-C filed any report on Form 8-K since December 31September 30, 2003 other than a Form 8-Ks K filed on June 3November 21, 2004 and June 23, 20042003. All of the consolidated financial statements included in the Reports (the "Company A-C Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the CompanyA-C's independent public accountants. Except as set forth in Schedule 2.7 SCHEDULE 3.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31September 30, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by the Transaction Documents or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31September 30, 2003, except as set forth on Schedule 2.7 SCHEDULE 3.7 hereto, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Except as qualified by Schedule 2.7, the Company's ’s Annual Report on Form 10-K for the year ended December 31, 20032007, as amended by Form 10-K/A filed with the SEC on April 29, 2004, and amended; Quarterly Report Reports on Form 10-Q for the quarter periods respectively ended March 31, 2004 2008, as amended; June 30, 2008 and September 30, 2008; and Reports on Form 8-K on January 4, 2008; March 5, 2008; March 24, 2008; May 20, 2008; July 8, 2008; August 20, 2008; October 2, 2008; October 21, 2008; November 24, 2008; January 14, 2009; January 29, 2009 and February 5, 2009 (including all exhibits and schedules thereto, the " “SEC Reports"”) have been filed with the SEC and the SEC Reports complied in all material respects with the rules of the SEC applicable to such SEC Reports on the date dates filed with the SEC, and the SEC Reports did not contain, on the date of filing with the SEC, and do not contain as of the date hereof, and the SEC Reports will not contain as of the Closing Date, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The As of the date hereof, except as set forth in Schedule 2.7, the SEC Reports have not been amended. Except as qualified by Schedule 2.7, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All all of the consolidated financial statements included in the SEC Reports (the "“Company Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles in the United States (“GAAP”) applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), ) in the case of the annual financial statementsCompany Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended, are accompanied by the audit opinion of the Company's ’s independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereofhereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31September 30, 20032008, or (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 or (iv) liabilities which were not required by generally accepted accounting principles GAAP to be reflected or reserved on the Company Financial Statements. Since December 31, 2003, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.Financial

Annual Report; Financial Statements. The CompanyNELX's Annual Report on Form 10-K KSB for the year ended December May 31, 20032000 (a "Report") was filed with the Securities and Exchange Commission (the "SEC") on November 4, as amended by 2000, and its most recent report on Form 10-K/A QSB was filed with the SEC for the period ended February 28, 2001 on April 2926, 2004, and Quarterly 2001. Each Report on Form 10-Q for the quarter ended March 31, 2004 (the " SEC Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports Report on the date filed with the SEC, and the Reports did not containneither Report contained, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All of the consolidated financial statements included in the Reports (the "Company NELX Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company NELX and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company NELX as of the date of each such Company NELX Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, ) are accompanied by the audit opinion of the CompanyNELX's independent public accountants. Except as set forth in Schedule 2.7 6.7 or in the Company NELX Financial Statements, as of the date hereof, the Company NELX has no liabilities other than (i) liabilities which are reflected or reserved against in the Company NELX Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of NELX since the Company since December 31, 2003filing of the most recent Report not exceeding $25,000 in the aggregate, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company NELX Financial Statements. Since December 31, 2003, except as set forth on Schedule 2.7 heretothe date of filing of the most recent Report, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect on NELX and the Company NELX has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Company's ’s Annual Report on Form 10-K for the year ended December 31, 2003, as amended by Form 10-K/A filed with the SEC on April 29, 2004, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 2005 (the " “SEC Reports"”) have been filed with the SEC and the SEC Reports complied in all material respects with the rules of the SEC applicable to such SEC Reports on the date filed with the SEC, and the SEC Reports did not contain, on the date of filing with the SEC, and do not contain as of the date hereof, the Private Placement Memorandum does not contain, as of the date hereof, and the SEC Reports and the Private Placement Memorandum will not contain as of the Closing Date, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The As of the date hereof, the SEC Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All of the consolidated financial statements included in the SEC Reports (the "“Company Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), ) in the case of the annual financial statements, are accompanied by the audit opinion of the Company's ’s independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereofhereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31, 20032004, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 2.7, or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since December 31, 20032004, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The Company's ’s Annual Report on Form 10-K KSB/A for the year ended December 31, 2003, as amended by Form 10-K/A filed with the SEC on April 29, 2004, and Quarterly Report on Form 10-Q QSB for the quarter ended March 31September 30, 2004 2005 (the " “SEC Reports"”) have been filed with the SEC and the SEC Reports complied in all material respects with the rules of the SEC applicable to such SEC Reports on the date filed with the SEC, and the SEC Reports did not contain, on the date of filing with the SEC, and do not contain as of the date hereof, and the SEC Reports will not contain as of the Closing Date, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The As of the date hereof, except as set forth in Schedule 2.7, the SEC Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since December 31, 2003 other than Form 8-Ks filed on June 3, 2004 and June 23, 2004. All of the consolidated financial statements included in the SEC Reports (the "“Company Financial Statements"”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii), ) in the case of the annual financial statements, are accompanied by the audit opinion of the Company's ’s independent public accountants. Except as set forth in Schedule 2.7 or in the Company Financial Statements, as of the date hereofhereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since December 31, 20032004, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 2.7, or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since December 31September 30, 20032005, except as set forth on Schedule 2.7 hereto, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyA-C's Annual Report on Form 10-K for the year years ended December 31, 20032001 and December 31, as amended by Form 10-K/A filed with the SEC on April 29, 2004, 2002 and Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2004 2003, June 30, 2003 and September 30, 2003 (the " SEC "Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company A-C filed any report on Form 8-K since December 31September 30, 2003 other than a Form 8-Ks K filed on June 3November 21, 2004 and June 23, 20042003. All of the consolidated financial statements included in the Reports (the "Company A-C Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the CompanyA-C's independent public accountants. Except as set forth in Schedule 2.7 3.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31September 30, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by the Transaction Documents or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31September 30, 2003, except as set forth on Schedule 2.7 3.7 hereto, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

Annual Report; Financial Statements. The CompanyA-C's Annual Report on Form 10-K for the year years ended December 31, 20032001 and December 31, as amended by Form 10-K/A filed with the SEC on April 29, 2004, 2002 and Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2004 2003, June 30, 2003 and September 30, 2003 (the " SEC "Reports") have been filed with the SEC and the Reports complied in all material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has the Company A-C filed any report on Form 8-K since December 31September 30, 2003 other than a Form 8-Ks K filed on June 3November 21, 2004 and June 23, 20042003. All of the consolidated financial statements included in the Reports (the "Company A-C Financial Statements"): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company A-C and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company A-C as of the date of each such Company A-C Financial Statement and the results of its operations for the periods therein specified; and (iii), in the case of the annual financial statements, are accompanied by the audit opinion of the CompanyA-C's independent public accountants. Except as set forth in Schedule 2.7 SCHEDULE 3.7 or in the Company A-C Financial Statements, as of the date hereof, the Company A-C has no liabilities other than (i) liabilities which are reflected or reserved against in the Company A-C Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company A-C since December 31September 30, 2003, (iii) liabilities incurred as a result of the transactions described on Schedule 2.7 contemplated by this Agreement or (iv) liabilities which were not required by generally accepted accounting principles to be reflected or reserved on the Company A-C Financial Statements. Since December 31September 30, 2003, except as set forth on Schedule 2.7 SCHEDULE 3.7 hereto, there has not been any event or change which has had or could reasonably be expected to will have a Material Adverse Effect and the Company A-C has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.