Common use of Financial Statements and SEC Documents Clause in Contracts

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion included in the SEC Documents 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion 5.6.1 CUNB’s Annual Report on Form 10-K for the fiscal year ended June 30December 31, 20022013 and all other reports, including registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2013 under the balance sheet Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, “CUNB SEC Documents”) with the SEC, as at of the end of such fiscal year and date filed or to filed, (i) complied or will comply in all material respects as to form with the related statements of operationsapplicable requirements under the Securities Act or the Exchange Act, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP as the case may be and (ii) the unaudited did not and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to statement of state a material fact required to be stated therein or necessary to make the statements statement therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Bion included in the SEC Documents 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 or, in the case ; and each of the unaudited statementsbalance sheets contained in or incorporated by reference into any CUNB SEC Document (including the related notes and schedules thereto) fairly presents, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31or will fairly present, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion CUNB as at of its date, and each of the dates thereof statements of income and the consolidated results of their operations changes in shareholders’ equity and cash flows or equivalent statements in such CUNB SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, the CUNB and the Subsidiaries of CUNB for the periods then endedto which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. 5.6.2 Since December 31, 2013, CUNB and the Subsidiaries of CUNB have conducted their respective business in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.6 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CUNB or the CUNB Subsidiaries. 5.6.3 Since January 1, 2010: (i) to the Knowledge of CUNB, no director, officer, employee, auditor, accountant or representative of CUNB had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CUNB or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CUNB has engaged in questionable accounting or auditing practices; and (ii) no attorney representing CUNB, whether or not employed by CUNB, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by CUNB or any of their respective officers, directors, employees or agents to the CUNB Board or any committee thereof or to any director or officer of CUNB. 5.6.4 Since January 1, 2010, CUNB has timely filed all Regulatory Filings and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the Laws of the State of California and/or United States and/or the rules and regulations of the FRB, FDIC, the DBO, the SEC and any other Governmental Entity, and has paid all fees and assessments due and payable in connection therewith. As reflected of their respective dates, such reports, registrations and statements complied in all material respects with all the Laws, rules and regulations of the applicable Governmental Entity with which they were filed. 5.6.5 CUNB is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of CUNB in CUNB’s financial statements. 5.6.6 Since January 1, 2010, CUNB has not incurred any liability other than in the SEC Documents, Bion's condition ordinary course of business consistent with past practice or as otherwise contemplated by this Agreement that has recently deteriorated rapidly and had or is not reasonably likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futurehave a Material Adverse Effect on CUNB.

Financial Statements and SEC Documents. (a) Dairy The Issuer has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) made available the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet as at the end of such fiscal year Annual Report and the related statements Proxy Statement to such Purchaser. As of operations, shareholders' equity (deficit) the date hereof and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective datesdates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Issuer complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents Reports, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) by the Issuer, contained any untrue statement of a material fact or omitted to statement of 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. All material agreements to which the Issuer is a party or to which the property or assets of the Issuer are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. Except as set forth in SEC Reports filed prior to the date hereof and as set forth on Schedule 4 attached hereto and incorporated herein by reference, the Issuer has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. The financial statements of Bion included the Issuer incorporated by reference in the SEC Documents Reports and the Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in accordance conformity with generally accepted accounting principles applied on a consistent basis during throughout the periods involved (involved, except as may be indicated expressly stated in the related notes thereto, and comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, in if amended or superseded by a filing prior to the case Closing Date, then on the date of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futuresuch filing).

Financial Statements and SEC Documents. (a) Dairy has conducted no operationsIncluded in the Company’s Form 10-K for the year ended December 31, has no assets or liabilities 2006 are true and has no financial statements. Incorporated by reference herein are (i) complete copies of the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet (the “Balance Sheet”) of the Company as at the end of such fiscal year December 31, 2005 and 2006, and the related audited statements of operations, shareholders' ’ equity (deficit) and cash flows for such fiscal yearthe years ended December 31, certified by BDO Xxxxxxx2004, LLP 2005 and (ii) the unaudited and unreviewed March 31,2003 Financial Statements 2006 (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "“Audited Financial Statements"”), accompanied by the report of Ernst & Young LLP. For purposes of this AgreementThe Company’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2006, June 30, 2002 shall be hereinafter referred 2006 and March 31, 2006 are available to as Purchasers on the "Balance Sheet Date." SEC’s XXXXX System. Included in the Quarterly Reports are the requisite unaudited balance sheets of the Company and the related unaudited statements of income and statements of cash flows (the “Unaudited Financial Statements,” and together with the “Audited Financial Statements,” the “Financial Statements”). The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principlesprinciples (except with respect to the Unaudited Financial Statements, to the extent set forth in the notes thereto), applied consistently with the past practices of Bion the Company (except as otherwise noted may be indicated in such Financial Statements), reflect all liabilities the notes thereto) and obligations of Bion, as of their respective dates, and present fairly presented, in all material respects, the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are A copy of each report, schedule, effective registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission SEC since June 30April 5, 2002 2005, required to be filed on the SEC’s XXXXX System (as such the documents may have been amended since the time of their filing been amendedfiling, the "“SEC Documents") which are all ”), has also been made available to Purchasers via the documents (other than preliminary material) access by the Purchasers to the SEC’s XXXXX System. By way of such access, the Company has provided to Purchaser a true and complete copy of each SEC Document that Bion was required to file with the Securities and Exchange Commission Company has filed since such dateApril 5, 2005. As of their respective filing dates, none each SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC Documents contained thereunder applicable to the SEC Document. At the time of filing of each SEC Document, the then filed SEC Documents, taken as a whole, did not contain any untrue statement of a material fact or omitted omit to statement of state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements of Bion the Company included in the SEC Documents have been prepared complied as to form in accordance all material respects with generally accepted then applicable accounting principles applied on a consistent basis during requirements and with the periods involved then published rules and regulations of the SEC with respect thereto (except as may be indicated with respect to the Unaudited Financial Statements, to the extent set forth in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futurethereto).

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion the Company for the fiscal year ended June 30, 20022000, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO XxxxxxxSxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 December 31 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30December 31, 2002 2000, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are the Form 10-KSB of the Company for the fiscal year ended June 30, 2000 and each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30, 2002 thereafter (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Securities Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsCommission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion the Company for the fiscal year ended June 30, 20021999, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC and (ii) the unaudited and unreviewed March 31,2003 September 30 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June September 30, 2002 1999, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30May 15, 2002 1996 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Securities Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsCommission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy The Issuer has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) made available the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet as at the end of such fiscal year Annual Report and the related statements Proxy Statement to such Purchaser. As of operations, shareholders' equity (deficit) the date hereof and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective datesdates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Issuer complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents Reports, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) by the Issuer, contained any untrue statement of a material fact or omitted to statement of 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. All material agreements to which the Issuer is a party or to which the property or assets of the Issuer are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. Except as set forth in SEC Reports filed prior to the date hereof and as set forth on Schedule 3 attached hereto and incorporated by reference, the Issuer has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. The financial statements of Bion included the Issuer incorporated by reference in the SEC Documents Reports and the Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in accordance conformity with generally accepted accounting principles applied on a consistent basis during throughout the periods involved (involved, except as may be indicated expressly stated in the related notes thereto, and comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, in if amended or superseded by a filing prior to the case Closing Date, then on the date of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futuresuch filing).

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion Promistar's Annual Reports on Form 10-K for the fiscal year years ended June 30December 31, 20021997, including 1998 and 1999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1997 under the balance sheet Securities Act of 1933, as at amended (together with the end of such fiscal year rules and regulations thereunder, the related statements of operations"Securities Act") or under Sections 13(a), shareholders' equity (deficit13(c) 14(d) and cash flows for such fiscal year15(d) of the Securities Exchange Act of 1934, certified by BDO Xxxxxxxas amended (together with the rules and regulations thereunder, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial StatementsExchange Act"). For purposes of this Agreement, June 30in the form filed, 2002 shall or to be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance filed, with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion SEC (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amendedcollectively, the "SEC Documents") which are (i) complied or will comply in all the documents (other than preliminary material) that Bion was required material respects as to file form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and Exchange Commission since (ii) did not and will not, at the time of such date. As of their respective datesfiling, none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to statement of state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of Bion included income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the SEC Documents have been prepared results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities Included in the 1999 10-KSB are true and has no financial statements. Incorporated by reference herein are (i) complete copies of the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet (the "Balance Sheet") of the Company as at the end of such fiscal year December 31, 1999, and the related audited statements of operations, shareholdersstockholders' equity (deficit) and cash flows for such fiscal yearthe years ended December 31, certified by BDO Xxxxxxx1998 and 1999 and for the period from January 12, LLP and 1990 (iidate of incorporation) the unaudited and unreviewed March 31,2003 Financial Statements to December 31, 1999 (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"), accompanied by the report of Ernst & Young LLP. For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted may be indicated in such Financial Statementsthe notes thereto), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly present, in all material respects, the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are The Company has provided to each Purchaser the 1999 10-KSB. A copy of each report, schedule, effective registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission (the "SEC") since June 30January 1, 2002 1999, (as such the documents may have been amended since the time of their filing been amendedfiling, the "SEC Documents") which are all has also been made available to each Purchaser via the documents (other than preliminary material) SEC's XXXXX System. The Company has provided to each Purchaser who has requested the same a true and complete copy of each SEC Document that Bion the Company was required to file with the Securities and Exchange Commission since such dateJanuary 1, 1999. As of their respective filing dates, none each SEC Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the SEC Documents thereunder applicable to the SEC Document, and no SEC Document contained any untrue statement of a material fact or omitted to statement of state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements of Bion the Company included in the SEC Documents have been complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles principles, applied on a consistent basis during consistently with the past practices of the Company, and as of their respective dates, fairly presented in all material respects the financial position of the Company and the results of its operations as of the time and for the periods involved indicated therein (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB QSB, and Regulations S-B and S-X of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futureSEC).

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion the Company for the fiscal year ended June 30, 20021999, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC and (ii) the unaudited and unreviewed March 31,2003 September 30 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June September 30, 2002 1999, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30May 15, 2002 1996 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Securities Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB 10_QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsCommission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operationsIncluded in the Company's Form 10-K for the year ended December 31, has no assets or liabilities 2002 are true and has no financial statements. Incorporated by reference herein are (i) complete copies of the audited financial statements balance sheet (the "Balance Sheet") of Bion for the fiscal year ended June 30Company as of December 31, 2001 and 2002, including the balance sheet as at the end of such fiscal year and the related audited statements of operations, shareholders' equity (deficit) and cash flows for such fiscal yearthe years ended December 31, certified by BDO Xxxxxxx, LLP 2001 and (ii) the unaudited and unreviewed March 31,2003 Financial Statements 2002 (the financial "Audited Financial Statements"), accompanied by the report of Deloitte & Touche. The Company's Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003, June 30, 2003 and March 31, 2003 are available to Purchaser on the Securities and Exchange Commission's (the "SEC") EDGAR System. Included in the Quarterly Reports are the xxxuisite unaudited balance sheets of the Company and the related unaudited statements referred to in clauses of income and statements of cash flows (i) the "Unaudited Financial Statements," and (ii) if this paragraph 5.5 are referred to herein collectively as together with the "Audited Financial Statements," the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principlesprinciples (except with respect to the Unaudited Financial Statements, to the extent set forth in the notes thereto), applied consistently with the past practices of Bion the Company (except as otherwise noted may be indicated in such Financial Statements), reflect all liabilities the notes thereto) and obligations of Bion, as of their respective dates, and present fairly present, in all material respects, the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are A copy of each report, schedule, effective registration statement and definitive proxy statement statement, as supplemented and amended, filed by Bion the Company with the Securities and Exchange Commission SEC since June 30April 1, 2002 2001 required to be filed on the SEC's Edgar System (as such the documents may have been amended since the time of their filing been amendedfiling, the "SEC Documents") which are all ), has also been made available to Purchaser via the documents (other than preliminary material) access by the Purchaser to the SEC's EDGAR System. By way of such access, the Company has provided xx Purchaser a true and complete copy of each SEC Document that Bion was required to file with the Securities and Exchange Commission Company has filed since such dateApril 1, 2001. As of their respective filing dates, none each SEC Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the SEC Documents contained thereunder applicable to the SEC Document. At the time of filing of each SEC Document, the then filed SEC Documents, taken as a whole, did not contain any untrue statement of a material fact or omitted omit to statement of state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements of Bion the Company included in the SEC Documents have been complied as to form in all material respects with then applicable accounting requirements and with the then published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles principles, applied on a consistent basis during consistently with the past practices of the Company, and as of their respective dates, fairly presented in all material respects the financial position of the Company and the results of its operations as of the time and for the periods involved indicated therein (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB and, to the extent applicable, Regulations S-B and S-X of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futureSEC).

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein Attached hereto as Schedule 5.7 are (i) the audited financial statements of Bion the Company for the fiscal year ended June 30December 31, 20021996, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholdersstockholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Coopers & Xxxxxxx, LLP L.L.P. and (ii) the unaudited and unreviewed March 31,2003 31 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30March 31, 2002 1997, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are The Company has made available to Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30January 1, 2002 1993 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB Q of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsCommission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy The Company has conducted no operations, has no assets or liabilities prepared and has no financial statements. Incorporated by reference herein are (i) furnished to the Purchaser the audited financial statements balance sheets of Bion for the fiscal year ended June 30, 2002, including the balance sheet Company as at of the end of such the fiscal year years ending February 28, 1998, February 28, 1999 and February 29, 2000, and the related audited statements of operations, shareholders' equity (deficit) equity, and statement of cash flows flow for each of such fiscal yearyears, each accompanied by the related report of Xxxxxx, Xxxxxxx & Xxxxx, P.A. independent certified by BDO Xxxxxxxpublic accountants. The Company also has prepared and furnished to the Purchaser, LLP and (ii) the unaudited balance sheets of the Company as of the end of each quarter of the Company ending after February 29, 2000 and unreviewed March 31,2003 Financial Statements (the unaudited statements of operations and statements of cash flow for the respective quarters then ended. All of the financial statements statements, including, without limitation, the notes thereto, referred to in clauses this Section 3.11: (ia) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principlesthe Company, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and b) present fairly the financial position of Bion the Company as of the dates and the results of its operations as of the time and changes in financial position for the periods indicated thereinindicated, and (c) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods. Notwithstanding the foregoingExhibit C sets forth all changes in accounting methods (for --------- financial accounting purposes) at any time made, it should be noted that Bion is currently in perilous financial conditionagreed to, requested, or required with respect to Company. (b) Incorporated by referenced herein are The Company has filed and provided to the Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission ("SEC") since June 30March 1, 2002 1998 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the --- ------------- documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission SEC since such date. As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), as the case may be, and the rules ------------ and regulations of the SEC thereunder applicable to such SEC Documents, and, to the Company's knowledge, none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents complied as to form in all material respects with the published rules and regulations 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 GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-QSB 01 of Regulation S-X of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsSEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which were material) the financial position of Bion the Company and its subsidiaries, if any, as at the of their respective dates thereof and the consolidated results of their operations and the cash flows of the Company for the periods then endedpresented therein. As The Company has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent disclosed or reflected in the financial statements included in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are No Material Adverse Effect. (i) the audited financial statements of Bion IJL's Annual Reports on Form 10-K for the fiscal year years ended June September 30, 20021995, including the balance sheet as at the end 1996 and 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred its Subsidiaries subsequent to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June September 30, 2002 shall be hereinafter referred to as 1995 under the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principlesSecurities Act, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statementsor under Section 13(a), reflect all liabilities and obligations of Bion13(c), as of their respective dates, and present fairly the financial position of Bion and the results of its operations as 14 or 15(d) of the time and for Exchange Act, in the periods indicated therein. Notwithstanding the foregoingform filed or to be filed (collectively, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the IJL's "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective datesSEC, none as of the SEC Documents contained date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omitted omit to statement of 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. The ; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of IJL and its Subsidiaries as of its date, and each of the statements of Bion included income and changes in the stockholders' equity and cash flows or equivalent statements in such SEC Documents have been prepared (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of IJL and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of unaudited statements (the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited foregoing financial statements are referred to as, the "Financial Statements"). (ii) Except as Previously Disclosed, since September 30, 1997, IJL and its Subsidiaries have not incurred any liability other than in the Forms 10Q for ordinary course of business consistent with past practice. (iii) Except as Previously Disclosed, since Xxxxxxxxx 00, 0000, (X) XXX and its Subsidiaries have conducted their respective businesses in the quarters ending December 31, 2002 ordinary and March 31, 2003 which have not been reviewed by Bion's auditorsusual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and fairly present (subjectB) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in the case any paragraph of the unaudited statementsSection 5.03 or otherwise), to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not reasonably likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futurehave a Material Adverse Effect with respect to IJL.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion the Company for the fiscal year ended June 30, 20021999, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and Ehrhardt Keefe Steiner & Xxxxxxn XX xnx (iixx) the unaudited and unreviewed March 31,2003 Xxxxxxber 30 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June September 30, 2002 1999, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30May 15, 2002 1996 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Securities Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditorsCommission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion First Xxxxxxx'x Annual Reports on Form 10-K for the fiscal year years ended June 30December 31, 20021996, including 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the balance sheet Securities Act of 1933, as at amended (together with the end of such fiscal year rules and regulations thereunder, the related statements of operations"Securities Act") or under Sections 13(a), shareholders' equity (deficit13(c) 14(d) and cash flows for such fiscal year15(d) of the Securities Exchange Act of 1934, certified by BDO Xxxxxxxas amended (together with the rules and regulations thereunder, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial StatementsExchange Act"). For purposes of this Agreement, June 30in the form filed, 2002 shall or to be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance filed, with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion SEC (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amendedcollectively, the "SEC Documents") which are (i) complied or will comply in all the documents (other than preliminary material) that Bion was required material respects as to file form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and Exchange Commission since (ii) did not and will not, at the time of such date. As of their respective datesfiling, none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to statement of state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of Bion included income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the SEC Documents have been prepared results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion Acquiror’s Annual Reports on Form 10-KSB for the fiscal year years ended June 30December 31, 2004, 2003 and 2002, including the balance sheet as at the end and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred its Subsidiaries subsequent to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30December 31, 2002 shall under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be hereinafter referred to as filed (collectively, the "Balance Sheet Date." The Financial Statements have been prepared in accordance “SEC Documents”) with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of BionSEC, as of their respective datesthe date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and present fairly the financial position of Bion (B) did not and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to statement of 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. The , and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Acquiror and its Subsidiaries as of its date, and each of the statements of Bion included income and changes in the stockholders’ equity and cash flows or equivalent statements in such SEC Documents have been prepared (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of the unaudited statements, as permitted by Form 10-QSB . Copies of the Securities SEC Documents have been made available to the Bank, to the extent not available on the SEC’s Electronic Data Gathering Analysis and Exchange Commission)(and except that the unaudited financial statements Retrieval (“EXXXX”) system. (ii) Since December 31, 2004, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in the Forms 10Q this Section 5.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Acquiror. (iii) Millennium Bank, N.A.’s Consolidated Reports of Condition and Income for the quarters years ending December 31, 2004, 2003 and 2002 and the quarter ending March 31, 2003 which have not been reviewed by Bion's auditors) and 2005, as filed with the Office of the Comptroller of the Currency (the “OCC”), fairly present (subjectthe financial position, the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the unaudited statementsMillennium Bank, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof N.A. and the consolidated results of their operations and cash flows its Subsidiaries for the periods then ended. As reflected to which they relate, in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely each case in accordance with with FFIEC instructions applicable to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futuresuch Reports.

Financial Statements and SEC Documents. Since January 1, 1999, Conexant has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (a) Dairy has conducted no operations, has no assets or liabilities all of the foregoing and has no all exhibits included therein and financial statements. Incorporated statements and schedules thereto and documents incorporated by reference herein are (i) the audited financial statements of Bion for the fiscal year ended June 30therein, 2002with amendments read together with underlying documents, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all ). As of the documents (date of this Agreement, no event has occurred with respect to Conexant that would require Conexant to have filed any other than preliminary material) report or make any other disclosure pursuant to the Exchange Act. As of the Closing Date, no event shall have occurred with respect to Conexant that Bion was required will require Conexant to file with any other report or make any other disclosure pursuant to the Securities Exchange Act except for such other reports or disclosures as do not and Exchange Commission since such datewill not disclose an adverse material change to the business operations, assets or condition (financial or otherwise) of Conexant and its Subsidiaries, on a consolidated basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to statement of 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 As of their respective dates, the financial statements of Bion Conexant included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Bion Conexant and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected ended (subject, in the SEC Documentscase of unaudited statements, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate futurenormal year-end audit adjustments).

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion First Xxxxxxx'x Annual Reports on Form 10-K for the fiscal year years ended June 30December 31, 20021996, including 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the balance sheet Securities Act of 1933, as at amended (together with the end of such fiscal year rules and regulations thereunder, the related statements of operations"Securities Act") or under Sections 13(a), shareholders' equity (deficit13(c) 14(d) and cash flows for such fiscal year15(d) of the Securities Exchange Act of 1934, certified by BDO Xxxxxxxas amended (together with the rules and regulations thereunder, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial StatementsExchange Act"). For purposes of this Agreement, June 30in the form filed, 2002 shall or to be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance filed, with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion SEC (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amendedcollectively, the "SEC Documents") which are (i) complied or will comply in all the documents (other than preliminary materialPT:#23621 v8($8507!.WPD) that Bion was required 13 material respects as to file form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and Exchange Commission since (ii) did not and will not, at the time of such date. As of their respective datesfiling, none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to statement of state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of Bion included income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the SEC Documents have been prepared results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein Attached hereto as ----------------------------------------- Schedule 4.4 are (i) the audited unaudited financial statements of Bion the Company for the fiscal year eight month period ended June 30February 28, 20021998, including the balance sheet as at the end of such fiscal year period and the related statements of operations, shareholders' stockholders= equity (deficit) and cash flows for such fiscal yeareight-month period, certified by BDO Xxxxxxx(collectively, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30February 28, 2002 1998, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion the Company and generally accepted accounting principles, applied consistently with the past practices of Bion the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bionthe Company, as of their respective dates, and present fairly the financial position of Bion the Company and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are The Company has made available to the Funds a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Bion the Company with the Securities and Exchange Commission since June 30January 1, 2002 1993 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file the Company filed with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and/or the Exchange Act of 1934, as amended (the "Exchange Act") as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.

Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion BT Financial's Annual Reports on Form 10-K for the fiscal year years ended June 30December 31, 20021996, including 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the balance sheet Securities Act of 1933, as at amended (together with the end of such fiscal year rules and regulations thereunder, the related statements of operations"Securities Act") or under Sections 13(a), shareholders' equity (deficit13(c) 14(d) and cash flows for such fiscal year15(d) of the Securities Exchange Act of 1934, certified by BDO Xxxxxxxas amended (together with the rules and regulations thereunder, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial StatementsExchange Act"). For purposes of this Agreement, June 30in the form filed, 2002 shall or to be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance filed, with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion SEC (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition. (b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amendedcollectively, the "SEC Documents") which are (i) complied or will comply in all the documents (other than preliminary material) that Bion was required material respects as to file form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and Exchange Commission since (ii) did not and will not, at the time of such date. As of their respective datesfiling, none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to statement of state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of Bion included income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the SEC Documents have been prepared results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity or entities to which it relates PT:#23621 v8($8507!.WPD) 27 for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in the notes thereto ornoted therein, subject to normal year-end audit adjustments in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10Q for the quarters ending December 31, 2002 and March 31, 2003 which have not been reviewed by Bion's auditors) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Bion as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. As reflected in the SEC Documents, Bion's condition has recently deteriorated rapidly and is not likely to continue in existence unless it can obtain outside capital or generate significant revenues from operations in the immediate future.