Common use of Financial Statements and No Material Changes Clause in Contracts

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) are the unaudited balance sheets, income statements and statements of cash flows of MSSI for the fiscal year ended April 30, 2003 (the "MSSI Financial Statements"). The MSSI Financial Statements were carefully prepared from the books and records of MSSI, present fairly the financial position, assets and liabilities of MSSI and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI and to the best knowledge, information and belief of MSSI, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) are the unaudited audited balance sheets, income statements and statements of cash flows of MSSI for the fiscal year ended April 30GPEH and its subsidiaries as of December 31, 2003 2002 (the "MSSI GPEH Financial Statements"). The MSSI GPEH Financial Statements were carefully prepared from the books and records of MSSIGPEH, present fairly the financial position, assets and liabilities of MSSI GPEH and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI GPEH Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI GPEH whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI GPEH and to the best knowledge, information and belief of MSSIGPEH, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) 1.5 are the unaudited consolidated balance sheets, income statements and statements sheet of cash flows the Company as of MSSI for the fiscal year ended April June 30, 2003 2000 (the "MSSI Financial Statements"). The MSSI Financial Statements were carefully prepared from the books and records of MSSIthe Company, and although the Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of MSSI the Company and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP. Since June 30, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 2000 (the "Balance Sheet Date") there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI the Company whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI the Company and to the best knowledge, information and belief of MSSIthe Shareholders, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) 1.5 are the unaudited consolidated balance sheets, income statements and statements sheet of cash flows the Company as of MSSI for the fiscal year ended April September 30, 2003 2000 (the "MSSI Financial Statements"). The MSSI Financial Statements were carefully prepared from the books and records of MSSIthe Company, and although the Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of MSSI the Company and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP. Since September 30, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 2000 (the "Balance Sheet Date") there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI the Company whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI the Company and to the best knowledge, information and belief of MSSIthe Shareholders, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.