Common use of Financial Condition; No Adverse Change Clause in Contracts

Financial Condition; No Adverse Change. The Borrower has ------------------------------------------ heretofore furnished to the Lender audited financial statements of the Borrower for its fiscal year ended March 31, 1999 and unaudited financial statements of the Borrower for the fiscal year ended March 31, 2000, and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments). Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's business, properties or condition (financial or otherwise).

Financial Condition; No Adverse Change. The Borrower has ------------------------------------------ -------------------------------------- heretofore furnished to the Lender audited its unaudited financial statements of for the Borrower for its fiscal year years ended March (i) December 31, 1997, (ii) December 31, 1998, and (iii) December 31, 1999 and its unaudited financial statements of the Borrower for the fiscal year ended March 31period ending November 30, 2000, and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments)generally accepted accounting principles. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's business, properties or condition (financial or otherwise).

Financial Condition; No Adverse Change. The Borrower -------------------------------------- has ------------------------------------------ heretofore furnished to the Lender audited financial statements of the Borrower for its fiscal year ended March December 31, 1999 1995 and unaudited financial statements of the Borrower for the fiscal year year-to-date period ended March October 31, 20001996, and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments)generally accepted accounting principles. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's business, properties or condition (financial or otherwise).

Financial Condition; No Adverse Change. The Borrower has ------------------------------------------ heretofore furnished to the Lender audited its reviewed financial statements of the Borrower for its fiscal year ended March December 31, 1999 2009, and unaudited its internally prepared financial statements of the Borrower for the fiscal year fiscal-year-to-date period ended March May 31, 20002010, and those statements fairly present the Borrower's financial condition of the Borrower on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subjectbut without footnotes and, in the case of unaudited financial the interim statements, subject to the absence of footnotes and year-end adjustments). Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's ’s business, properties or condition (financial or otherwise)) which would have a Material Adverse Effect.

Financial Condition; No Adverse Change. The Borrower has ------------------------------------------ heretofore furnished to the Lender audited financial statements dated as of the Borrower for its fiscal year ended March December 31, 1999 1997, and unaudited interim financial statements dated as of the Borrower for the fiscal year ended March December 31, 2000, 1998 and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subject, generally accepted accounting principles subject to year-end adjustments and in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments)footnotes. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's business, properties or condition (financial or otherwise).

Financial Condition; No Adverse Change. The Borrower has ------------------------------------------ heretofore furnished to the Lender its audited financial statements of the Borrower for its fiscal year ended March December 31, 1999 2006, unaudited financial statements of Xxxxxxx for the fiscal-year-to-date period ended November 30, 2007 and unaudited financial statements of the Borrower WiseBuys for the fiscal year fiscal-year-to-date period ended March December 31, 2000, 2007 and those statements fairly present the Borrower's financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments)GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower's business, properties or condition (financial or otherwise)) which has had a Material Adverse Effect.