Common use of Periodic Reporting Clause in Contracts

Periodic Reporting. (i) The CWTI Common Stock has been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and CWTI is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI has heretofore made available to SheerVision and the SheerVision Shareholders true, complete, and correct copies of the CWTI SEC Documents. The CWTI SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI has made available to SheerVision copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTI's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July 1, 2001. As used in this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI has heretofore has made available to SheerVision complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of Xxxxxxxx-Xxxxx Act of 2002 and hereby reaffirms, represents and warrants to SheerVision the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI REDOX Common Stock has not been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and CWTI ); provided, however that REDOX is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI REDOX has heretofore made available provided to SheerVision Midnight and the SheerVision Midnight Shareholders true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act from January 1, 2002 through and including September 30, 2004 as such documents have been amended since the time of the filing thereof (the "REDOX SEC DocumentsDOCUMENTS"). The CWTI REDOX SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI REDOX SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI REDOX as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective REDOX has delivered to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI has made available to SheerVision Midnight copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTIExcept as set forth on the REDOX Disclosure Letter, to REDOX's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July January 1, 20012002. As used in this Section 2.01(r2.01(q), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI REDOX have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 for the REDOX SEC Documents; such certifications contain certxxxxxxxxxx xxxtain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI REDOX nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI REDOX has heretofore has made available to SheerVision provided Midnight complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and hereby reaffirms, represents and warrants to SheerVision anx xxxxxxxx xx Midnight the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI NSC Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and CWTI NSC is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI NSC has heretofore made available provided to SheerVision Gridline and the SheerVision Gridline Shareholders true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least April 18, 2000 as such documents have been amended since the time of the filing thereof (the "NSC SEC DocumentsDOCUMENTS"). The CWTI NSC SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI NSC SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI NSC as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI NSC has made available delivered to SheerVision Gridline copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTINSC's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July 1April 18, 20012000. As used in the this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI NSC have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; such certifications contain no qualifications or exceptions qualificaxxxxx xx xxxxxtions to the matters certified therein and have not been modified or withdrawn; and neither CWTI NSC nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI NSC has heretofore has made available to SheerVision provided Gridline complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and hereby reaffirms, represents and warrants to SheerVision xxxxxxxx xx Xxidline the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI IAMK Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") and CWTI IAMK is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI IAMK has heretofore made available provided to SheerVision MPL and the SheerVision Shareholders MPL Shareholder true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least March 2, 2001 as such documents have been amended since the time of the filing thereof (the "IAMK SEC Documents"). The CWTI IAMK SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI IAMK SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI IAMK as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI IAMK has made available delivered to SheerVision MPL copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTIIAMK's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July January 1, 20012002. As used in the this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI IAMK have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; such certifications contain cerxxxxxxxxxxx xxntain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI IAMK nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI IAMK has heretofore has made available to SheerVision provided MPL with complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and hereby reaffirmsherebx xxxxxxxxx, represents xepresents and warrants to SheerVision MPL the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI GXPT Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") and CWTI GXPT is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI GXPT has heretofore provided or made available to SheerVision Advaxis and the SheerVision Advaxis Shareholders true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least December 31, 2001 as such documents have been amended since the time of the filing thereof (the "GXPT SEC Documents"). The CWTI GXPT SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI GXPT SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI GXPT as at the dates thereof and the results of its operations and cash flows. (ii) The Except as set forth in Section R of the GXPT Disclosure Letter, the Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI To the extent any exist, GXPT has delivered or made available to SheerVision Advaxis copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTIExcept as set forth in Section R of the GXPT Disclosure Letter, to GXPT's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July January 1, 20012002. As used in this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Except as set forth in Section R of the GXPT Disclosure Letter, the Chief Executive Officer and the Chief Financial Officer of CWTI GXPT have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; such certifications contain no qualifications or qualxxxxxxxxxx xx exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI GXPT nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI GXPT has heretofore has provided or made available to SheerVision Advaxis complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and hereby reaffirms, represents and warrants to SheerVision anx xxxxxxxx xx Advaxis the matters and statements made in such certificates.

Periodic Reporting. (ia) The CWTI Purchaser Common Stock has been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and CWTI Purchaser is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI Purchaser has heretofore made available to SheerVision and the SheerVision Shareholders Seller true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least as such documents have been amended since the time of the filing thereof (together with any of the foregoing to be filed prior to the Closing, the "PURCHASER SEC DocumentsDOCUMENTS"). The CWTI Purchaser SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI Purchaser SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the CommissionSEC) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI Purchaser as at the dates thereof and the results of its operations and cash flows. (iib) The Company Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries Purchaser is made known on a timely basis to the individuals responsible for the preparation of the CompanyPurchaser's filings with the SEC and other public disclosure documents. CWTI Purchaser has made available to SheerVision the Seller copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTI's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July 1, 2001. As used in this Section 2.01(r)Section, the term "fileFILE" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI has heretofore has made available to SheerVision complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of Xxxxxxxx-Xxxxx Act of 2002 and hereby reaffirms, represents and warrants to SheerVision the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”) and CWTI the Company is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI The Company has heretofore provided or made available to SheerVision and the SheerVision Shareholders Paramount true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since January 1, 2005, as such documents have been amended since the time of the filing thereof (the “Company SEC Documents”). The CWTI Company SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI Company SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the CommissionSEC) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI the Company as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's ’s filings with the SEC Securities and Exchange and other public disclosure documents. CWTI The Company has made available delivered to SheerVision Paramount copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTI's the Company’s knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July June 1, 20012003. As used in the this Section 2.01(r9(r), the term "“file" ” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI the Company have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI The Company has heretofore has provided or made available to SheerVision Paramount complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of Xxxxxxxx-Xxxxx Act of 2002 and hereby reaffirms, represents and warrants to SheerVision Paramount the matters and statements made in such certificates, taken as a whole.

Periodic Reporting. (i) The CWTI Print Data Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") and CWTI Print Data is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI Print Data has heretofore made available provided to SheerVision Atlantic and the SheerVision Shareholders Atlantic Shareholder true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least December 30, 2002 as such documents have been amended since the time of the filing thereof (the "Print Data SEC Documents"). The CWTI Print Data SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI Print Data SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretohereto, have been prepared in accordance with generally accepted accounting principles in the United Statesprinciples, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI Print Data as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI has made available to SheerVision copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTI's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July 1, 2001. As used in this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI has heretofore has made available to SheerVision complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of Xxxxxxxx-Xxxxx Act of 2002 and hereby reaffirms, represents and warrants to SheerVision the matters and statements made in such certificates.

Periodic Reporting. (i) The CWTI MTHC Common Stock has been registered under Section 12(g) 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") and CWTI MTHC is subject to the periodic reporting requirements of Section 13 of the Exchange Act. CWTI MTHC has heretofore made available provided to SheerVision iTechexpress and the SheerVision iTechexpress Shareholders true, complete, and correct copies of all forms, reports, schedules, statements, and other documents required to be filed by it under the CWTI Exchange Act since at least August 8, 2003,as such documents have been amended since the time of the filing thereof (the "MTHC SEC Documents"). The CWTI MTHC SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. The financial statements included in the CWTI MTHC SEC Documents complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of CWTI MTHC as at the dates thereof and the results of its operations and cash flows. (ii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. CWTI MTHC has made available delivered to SheerVision iTechexpress copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To CWTIMTHC's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since July 1August 8, 20012003. As used in this Section 2.01(r), the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (iii) The Chief Executive Officer and the Chief Financial Officer of CWTI MTHC have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanxx-Xxxxx Act of Xxx xf 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CWTI MTHC nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (iv) CWTI MTHC has heretofore has made available to SheerVision provided iTechexpress complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of XxxxxxxxSarbanxx-Xxxxx Act of Xxx xf 2002 and hereby reaffirms, represents and warrants to SheerVision iTechexpress the matters and statements made in such certificates.