Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the ▇▇▇▇▇ system (i) Annual Report on Form 10-K and Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 20002006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on Schedule 3.01(d), the Company has filed with Commission Filings constituted all of the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each the Company with the Commission since December 31, 2005. Except as set forth on Schedule 3.01(d), as of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements Act and the rules and regulations of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofCommission promulgated thereunder, in which case as of the filing date of that amendment or supplement, the Company SEC Reports and did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Company's Quarterly Report on Form 10-Q (published rules and regulations of the "Company 10-Q") for the quarterly period ended March 31Commission with respect thereto, 2003 (collectively, the "Company Financial Statements") and have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actended.

Reports and Financial Statements. Since January 1Except as set forth in Section 6.5 of the Disclosure Schedule, 2000since December 31, 1995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As The Company has previously made available to Parent copies of their respective filing dates except its (a) Annual Reports on Form 10-K for each of the two immediately preceding fiscal years, as amended filed with the SEC, (b) proxy and information statements relating to (i) any meetings of its stockholders (whether annual or supplemented prior to special) and (ii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31, 1995 (other than Registration Statements filed on Form S-8) and (the documents referred to in which case clauses (a), (b) and (c) are collectively referred to as the "Company SEC Reports"). At the time of the filing date of that amendment or supplementfiling, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q audit adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 2000, the The Company has previously furnished or otherwise made available to Alcoa true and complete copies of: (a) the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1997 and 1998; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1999 and June 30, 1999; (c) each definitive proxy statement filed by the Company with the SEC since December 31, 1997; (d) each final prospectus filed by the Company with the SEC since December 31, 1997, except any final prospectus on Form S-8; and (e) all material formsCurrent Reports on Form 8-K filed by the Company with the SEC since January 1, statements1998. As of their respective dates or as amended or superceded thereafter, reports such reports, proxy statements and documents prospectuses (including all exhibitscollectively with any amendments, post-effective amendments supplements and supplements exhibits thereto) (, the "Company SEC Reports") required (i) complied as to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied form in all material 12 21 respects with all the applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementSecurities Act, the Company SEC Reports Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to 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. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Company SEC Reports (including any related notes and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q"schedules) for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The Company's Annual Report on Form 10-K for the twelve months ended December 31Since January 1, 20021998, the Company 10-Q has timely filed all reports, registration statements and the Current Report on Form 8-K other filings required to be filed by it with the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actrules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 2000Except as set forth on Schedule 4.5, the Company has timely filed all reports required to be filed by the Company with the SEC all material formsSecurities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since December 31, statements1998 (collectively, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required ), and has previously made available to be filed by it under each Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, all as the case may be, and none of whichsuch Company SEC Reports, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofdates, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flows of the Company for the periods then ended (subjectended. Except as set forth on Schedule 4.5, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended since December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20021998, there has not been any no change in any method of the significant accounting (including tax accounting) policies, practices or accounting principles or practice by procedures of the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange ActCompany.

Reports and Financial Statements. Since January The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the ▇▇▇▇▇ system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 20002006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company has filed with Commission Filings constituted all of the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements Act and the rules and regulations of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofCommission promulgated thereunder, in which case as of the filing date of that amendment or supplement, the Company SEC Reports and did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Company's Quarterly Report on Form 10-Q (published rules and regulations of the "Company 10-Q") for the quarterly period ended March 31Commission with respect thereto, 2003 (collectively, the "Company Financial Statements") and have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actended.

Reports and Financial Statements. Since January 1Except as set forth on Schedule 4.8, 2000, the Company each of Xcorporeal and NQCI has filed with the SEC all material forms, statements, reports and documents timely (including any applicable extensions) filed all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") reports required to be filed by it under each with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2006 (collectively, the “Company SEC Reports”), and has previously made available to Purchaser true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, all as the case may be, and none of whichsuch Company SEC Reports, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofdates, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to 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 audited consolidated financial statements of the Company Xcorporeal included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended presented (subject, in the case of the unaudited financial statements, to normal recurring year-end adjustments). The Company's Annual Report on Form 10-K adjustments and any other adjustments described therein) the consolidated financial position of Xcorporeal as at the dates thereof and the consolidated results of operations and cash flows of Xcorporeal for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports"periods then ended. Since December 31, 20022008, there has not been any no change in any method of the significant accounting (including tax accounting) policies or accounting principles procedures of Xcorporeal or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange ActOperations.

Reports and Financial Statements. Since The Company has previously furnished to Parent true and complete copies of: (a) the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1995 and 1996; (b) each definitive proxy statement filed by the Company with the SEC since February 14, 1996; (c) each final prospectus filed by the Company with the SEC since February 14, 1996, except any final prospectus on Form S-8; and (d) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since January 1, 20001997. As of their respective dates, the Company has filed with the SEC all material formssuch reports, statementsproxy statements and prospectuses (collectively, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required (i) complied as to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied form in all material respects with all the applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementSecurities Act, the Company SEC Reports Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to 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. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any 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 audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Company SEC Reports (including any related notes and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q"schedules) for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The Company's Annual Report on Form 10-K for the twelve months ended December 31Since March 7, 20021996, the Company 10-Q has timely filed all reports, registration statements and the Current Report on Form 8-K other filings required to be filed by it with the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actrules and regulations of the SEC. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. Since January 1, 20001996, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements and unaudited financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31September 30, 2002 1998 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March December 31, 2003 1998 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the any unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. The Company has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended July 31, 1999, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "COMPANY SEC REPORTS"). The Company SEC Reports are identified on the Company Disclosure Schedule. As of their respective filing dates except as amended or supplemented prior to (and, in the case of any registration statement, the date hereof, in on which case as of the filing date of that amendment or supplementit was declared effective), the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 SEC Reports (collectively, the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present present, in all material respects respects, the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows for the periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been audit adjustments and any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1Each of (a) the Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 20002006, June 30, 2006 and September 30, 2006, (b) the Company has Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, (c) the definitive proxy statement for the Company's 2006 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the SEC all material formsby the Company since January 1, statements2006 (as such documents have since the time of their filing been amended or supplemented, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the Company's Annual Report on Form 10-K for SEC Reports complied in all material respects with the twelve months ended December 31, 2002 published rules and the unaudited financial statements regulations of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31SEC with respect thereto, 2003 (collectively, the "Company Financial Statements") have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-year end adjustments). The Company's Annual Report on Form 10-K audit adjustments and the absence of notes thereto) the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and cash flow for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actrespective periods then ended.

Reports and Financial Statements. Since January 1, 2000, the Company ITEQ has previously furnished to AIX true and complete copies of (a) all annual reports filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required Commission pursuant to be filed by it under each of the Securities Act and the Exchange Act, since December 31, 1994, (b) ITEQ's quarterly and other reports filed with the Commission since December 31, 1994, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1994, and (d) any registration statements declared effective by the Commission since December 31, 1994. The consolidated financial statements of whichITEQ and its subsidiaries included in ITEQ's most recent report on Form 10-K and most recent report on Form 10-Q, as amended and any other reports filed with the Commission by ITEQ under the Exchange Act (the "ITEQ Reports") were, or (if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to filed after the date hereof) will be, prepared in which case accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for ITEQ and its subsidiaries as of the filing date dates thereof and the consolidated results of that amendment or supplementtheir operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); and the Company SEC ITEQ Reports did not and will not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20021994, there ITEQ has not been any change in any method of accounting or accounting principles or practice filed with the Commission all reports required to be filed by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X ITEQ under the Exchange ActAct and the rules and regulations of the Commission.

Reports and Financial Statements. Since January 1November 13, 2000, the Company has filed with the SEC all material forms, reports, schedules, registration statements, reports prospectuses and documents (including all exhibits, post-effective amendments and supplements thereto) definitive proxy statements (the "Company COMPANY SEC ReportsREPORTS") required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended (taking into account any amendments or supplemented supplements thereto filed prior to the date hereof, in which case as of the filing date of that amendment or supplement), the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months year ended December 31, 2002 2000 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company COMPANY 10-Q") for the quarterly period ended March 31June 30, 2003 (collectively, the "Company Financial Statements") 2001 have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes theretothereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, Except as disclosed in the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method are no agreements, arrangements or understandings, or relationships or items of accounting or accounting principles or practice by indebtedness, involving the Company or any of its SubsidiariesSignificant Subsidiaries of the type which would be required to be disclosed pursuant to Item 404(a), except for any such change required by reason (b) or (c) of a concurrent change in GAAP or Regulation S-X K under the Exchange Act.

Reports and Financial Statements. Since January 1June 30, 20001998, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company COMPANY SEC ReportsREPORTS") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates dates, except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months year ended December 31, 2002 2000 (the "COMPANY 10-K") and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company COMPANY 10-Q") for the quarterly period ended March 31September 30, 2003 (collectively, the "Company Financial Statements") 2001 have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes theretothereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly present in all material respects the financial position posi- tion of the Company Company, the FUMI Share Trust and its Subsidiaries their respective subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the (a) The Company has previously furnished to Purchaser true and complete copies of (a) all annual reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1995, (b) all other reports filed with the SEC all material formssince December 31, statements1995, and (c) any registration statements (other than Form S-8s) of Company declared effective by the SEC since December 31, 1995. The consolidated financial statements of Company and its subsidiaries included in the Company's most recent report on Form 20-F and any other reports and documents filed with the SEC by the Company under the Exchange Act subsequent thereto (including all exhibitscollectively, post-effective amendments and supplements thereto) (the "Company SEC Reports") required were, or (if filed after the date hereof) will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to be filed by it under interim period financial statements, for normal year-end adjustments which are not material and for the absence of footnotes). The Company Reports did not at the time each of the Securities Act and Company Reports was filed with the Exchange ActSEC (or, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to superseded by a subsequent filing, then on the date of such filing), and (if filed after the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did ) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which whey they were made, not misleading. The audited Since December 31, 1995, the Company has filed with the SEC all reports required to be filed by the Company under the Exchange Act and the rules and regulations of the SEC. (b) Included in Section 3.5(b) of the Company Disclosure Schedule are preliminary unaudited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K and its subsidiaries for the twelve months year ended December 31, 2002 1998 (the "1998 Preliminary Statements"). As soon as they become available and prior to the unaudited Closing Date, the Company will deliver to the Purchaser audited financial statements of Company and its subsidiaries for the Company included in the Company's Quarterly Report on Form 10-Q year ended December 31, 1998 (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial 1998 Audited Statements") have been ). The 1998 Preliminary Statements were, and the 1998 Audited Statements will be, prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in during the notes thereto) periods involved and fairly present in all material respects present, or will fairly present, the consolidated financial position of the for Company and its Subsidiaries subsidiaries as of the dates date thereof and the consolidated results of their operations and changes in financial position for the periods period then ended (subject, ended. Except as set forth in the case Section 3.5(b) of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002Company Disclosure Schedule, the Company 10-Q 1998 Preliminary Statements and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has 1998 Audited Statements will not been any change differ in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actmaterial respect.

Reports and Financial Statements. Since January 1, 2000Key has previously furnished to the Seller and Shareholder true and complete copies of the following (collectively, the Company has Key SEC Documents: (i) Keys annual report filed with the SEC all material forms, statements, reports Securities and documents (including all exhibits, post-effective amendments and supplements thereto) Exchange Commission (the "Company SEC Reports"Commission) required pursuant to be filed by it under each of the Securities and Exchange Act and of 1934, as amended (the Exchange Act), for Keys fiscal year ended June 30, 1997; (ii) Keys quarterly and other reports filed with the Commission since June 30, 1997; (iii) all definitive proxy solicitation materials filed with the Commission since June 30, 1997; (iv) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since June 30, 1997; (v) Keys Private Offering Memorandum dated September 18, 1997, relating to the 5% Convertible Subordinated Notes due 2004. The consolidated financial statements of which, as amended if applicable, complied Key and its consolidated subsidiaries included in all material respects Keys most recent annual report on Form 10-K and most recent quarterly reports on Form 10-Q were prepared in accordance with all applicable requirements of the appropriate act. As of their respective filing dates generally accepted accounting principles applied on a consistent basis (except as amended or supplemented prior to noted therein) during the date hereof, in which case periods involved and fairly present the consolidated financial position of Key and its consolidated subsidiaries as of the filing date dates thereof and the consolidated results of that amendment or supplement, their operations and changes in financial position for the Company periods then ended; and the Key SEC Reports Documents did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries misleading as of the dates thereof and the results date of their operations and changes in financial position for the periods then ended (subject, such documents or such other date specified therein. Key further represents that there has been no material adverse change in the case consolidated financial condition of the unaudited financial statementsKey since September 30, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act1997.

Reports and Financial Statements. Since January 1(a) The Company has delivered to the Purchaser prior to the execution of this Agreement a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 20002003, the Company has Company’s Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2003, all of the Company’s proxy materials filed since its 2003 Annual Meeting of Stockholders (including the Proxy Materials) and all Current Reports on Form 8-K filed since December 31, 2003 (as such documents have since the time of their filing been amended or supplemented) together with all reports, documents and information filed on or after the date first written above through the Closing Date with the SEC all material formsSEC, statements, reports and documents (including all exhibitsinformation incorporated therein by reference (collectively, post-effective amendments and supplements thereto) (the "Company “SEC Reports"”). The SEC Reports (i) required complied and will comply as to be filed by it under each form with the requirements of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports and (ii) did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto), if any, included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q SEC Reports (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company “Financial Statements"”) have been complied and will comply, in all material respects, as to form with the SEC’s rules and regulations with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end adjustmentsaudit adjustments not material and to the absence of footnotes) the financial position and shareholders’ equity of the Company as of the respective dates thereof and the consolidated earnings and cash flows for the respective periods then ended. The Financial Statements reflect all liabilities or obligations of the Company of any kind or matter (whether direct, accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) for the periods covered thereby. (b) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), all of whose members are “independent” as defined in Rule 4200(a)(14) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations. The Company's Annual Report on Form 10-K for ’s independent public accountants have reviewed each interim financial statement in accordance with the twelve months ended December 31, 2002requirements of applicable Federal securities laws, the Company 10-Q Audit Committee’s charter, the SEC’s rules and regulations and the Current Report applicable rules of any securities exchange or automated quotation system or market on Form 8-K filed by which the Company’s securities are or have been traded or listed. The Company on April 24has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, 2003 are collectively referred unqualified opinion as to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been Company’s audited financial statements or have raised any change in any method of accounting or accounting principles or practice by the Company or unresolved issues with respect to any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange ActCompany’s interim financial statements.

Reports and Financial Statements. Since The Company has previously furnished or otherwise made available to Parent true and complete copies of: (a) the Annual Reports on Form 10-K filed by the Company with the SEC for the fiscal years ended March 31, 2000 and 2001; (b) the Quarterly Reports on Form 10-Q filed by the Company with the SEC for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001; (c) each definitive proxy statement filed by the Company with the SEC since April 1, 2000; (d) each final prospectus filed by the Company with the SEC since April 1, 2000, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents . (including all exhibits, post-effective amendments and supplements theretoi) (the "Company SEC Reports") required complied as to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied form in all material respects with all the applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to Securities Act, the date hereof, Exchange Act and the rules and regulations promulgated thereunder in which case effect as of the filing date of that amendment or supplementfiling, the Company SEC Reports and (ii) did not contain any untrue statement of a material fact or omit to 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. Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Company SEC Reports (including any related notes and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q"schedules) for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The Company's Annual Report on Form 10-K for the twelve months ended December 31Since April 1, 20022000, the Company 10-Q has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The Company represents and warrants to Parent that, as of the respective dates thereof, all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements and the Current Report on Form 8-K filed by unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Company on April 24and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods then ended (subject, 2003 are collectively referred in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actnotes thereto).

Reports and Financial Statements. (a) Since January 1, 20001995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, which complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. (b) The Company has previously made available or delivered to Parent copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997, and for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) any actions by written consent in lieu of a stockholders' meeting from January 1, 1998, until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since January 1, 1998 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits filed therewith, collectively referred to as the "Company SEC Reports"). There have been no actions by written consent in lieu of a stockholders' meeting since January 1998. (c) As of their respective filing dates except dates, the Company SEC Reports, and as of the effective date of any registration statement as amended or supplemented prior to filed by the date hereofCompany, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a any material fact or omit to 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. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 such reports (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been audit adjustments and any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 20001995, -------------------------------- the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder, except as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Report on Form 10-K for the year ended June 30, 1997, as filed with the SEC, (b) Transition Report on Form 10-K for the six months ended December 31, 1997, (c) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (d) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (d) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of their respective filing ------------------- dates except as amended or supplemented prior to the date hereof(or, in which the case as of filing under the filing date Securities Act, at the time of that amendment or supplementeffectiveness), the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Transition Report on Form 10-K for the twelve six months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 1997 (collectively, the "Company ------- Financial Statements") ), have been prepared in accordance with United States generally accepted -------------------- accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actended.

Reports and Financial Statements. Since CorpBank has previously furnished to CUB true and complete copies of its (i) Annual Report to Shareholders for the years ended December 31, 1994, 1993 and 1992, (ii) Quarterly Call Reports for the calendar quarters ended March 31, and June 30, 1995 (iii) proxy statements relating to all meetings of shareholders (whether special or annual) during 1995, 1994, 1993 and 1992, and (iv) all other reports, registration statements or filings made by CorpBank with the Superintendent, the FDIC or the Securities and Exchange Commission ("SEC") since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents 1992 (including all exhibits, post-effective amendments and supplements thereto) (collectively the "Company SEC ReportsCorpBank Filings") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act). As of their respective filing dates except as amended or supplemented prior dates, the CorpBank Filings and any other materials distributed to the date hereofshareholders, including but not limited to proxy statements for annual shareholder meetings in 1992, 1993, 1994, and 1995, were in compliance, in which case as all material respects, with the requirements of the filing date of that amendment or supplement, the Company SEC Reports their respective forms and were true and complete in all material respects and did not contain any untrue statement of a material fact or omit to 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. CorpBank has also furnished to CUB its audited consolidated financial statements for the years ended December 31, 1992 and 1993, certified by Gran▇ ▇▇▇▇▇▇▇▇ ("▇T"). The audited consolidated financial statements of CorpBank provided to CUB or to be provided in the Company future and the unaudited consolidated interim financial statements previously furnished to CUB or included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q CorpBank Filings (collectively the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company CorpBank Financial Statements") have been were (or will be) prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ("GAAP") and except as may be indicated therein or disclosed in the CorpBank Financial Statements or the notes thereto) thereto and present fairly present in all material respects the consolidated financial position of CorpBank and the Company and its CorpBank Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flow for the periods then ended (ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end recurring adjustments). The Company's Annual Report on Form 10-K for Neither the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively financial statements referred to as the "Company Recent SEC Reports". Since December 31above nor any report (including, 2002without limitation, there has not been any change in any method of accounting annual reports to shareholders, prospectus or accounting principles or practice by the Company definitive proxy statement), or any amendment or supplement thereto, filed, or to be filed, prior to the Effective Time of its Subsidiariesthe Merger with the Superintendent, except for FDIC, OCC, or SEC by or on behalf of CorpBank contains (or will contain when furnished or filed) any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.untrue statement

Reports and Financial Statements. Since January 1(a) The Company has made, 2000and will prior to the Effective Date make, available to Parent true, complete and correct copies of the Annual Statements of the Company has as filed with the SEC insurance regulatory authorities in Vermont and any other state in which such statements are required to be filed for the three years ended December 31, 1993, December 31, 1994 and December 31, 1995. The balance sheets of the Company as of December 31, 1995, and the related summaries of operations and statement of cash flows for the year then ended, included in the Annual Statements of the Company for the year then ended, were prepared in all material formsrespects in conformity with Statutory Accounting Principles consistently applied for the period covered thereby, statementswere prepared in accordance with the books and records of the Company, as the case may be, and present fairly in all material respects the statutory financial position of the Company, as the case may be, as at the date thereof and the statutory results of operations of the Company, as the case may be, and other data contained therein for the period then ended. The balance sheets of the Company in respect of any period ending after December 31, 1995, and the related summaries of operations and statements of cash flows for the periods then ended included in the Quarterly Statements, were prepared in conformity with Statutory Accounting Principles applicable to interim financial statements consistently applied during the periods involved, subject to normal year-end adjustments, and fairly present in all material respects their respective statutory financial positions at the respective dates and the results of the Company's respective operations for the periods then ended. (b) The Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-KSB for the three fiscal years ended December 31, 1992, December 31, 1993 and December 31, 1994, as filed with the Commission; (ii) Quarterly Reports an Form 10- QSB for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, as filed with the Commission; (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since December 31, 1993, and (iv) all other reports and or registration statements filed by the Company with the Commission since December 31, 1994, except registration statements on Form S-8, which are all the documents (including all exhibits, post-effective amendments and supplements theretoother than preliminary material) that the Company was required to file with the Commission since that date (the documents described in clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports") required to be filed by it under each ). As of their respective dates, the Securities Act and the Exchange Act, all of which, as amended if applicable, Company SEC Reports complied in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (Company SEC Reports comply as to form with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto and the financial statements included in the Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q audit adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1Except as set forth on Schedule 5.5 attached hereto, 2000since December 20, 1995, the Company has filed ------------ with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. The Company has previously delivered to Parent copies of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting, if any, from December 20, 1995 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 20, 1995 (other than registration statements filed on Form S-3/S- 8) (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Company SEC Reports"). As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 such reports (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been audit adjustments and any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "Company COMPANY SEC ReportsREPORTS") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company COMPANY 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent COMPANY RECENT SEC ReportsREPORTS". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 20001998, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "Company COMPANY SEC ReportsREPORTS") required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 1999 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company COMPANY 10-Q") for the quarterly period ended March 31, 2003 2000 (collectively, the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 20021999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24June 5, 2003 2000 are collectively referred to as the "Company Recent COMPANY RECENT SEC ReportsREPORTS". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1(a) The Company has made, 2000and will prior to the Effective Date make, available to Parent true, complete and correct copies of the Annual Statements of the Company has as filed with the SEC insurance regulatory authorities in Vermont and any other state in which such statements are required to be filed for the three years ended December 31, 1993, December 31, 1994 and December 31, 1995. The balance sheets of the Company as of December 31, 1995, and the related summaries of operations and statement of cash flows for the year then ended, included in the Annual Statements of the Company for the year then ended, were prepared in all material formsrespects in conformity with Statutory Accounting Principles consistently applied for the period covered thereby, statementswere prepared in accordance with the books and records of the Company, as the case may be, and present fairly in all material respects the statutory financial position of the Company, as the case may be, as at the date thereof and the statutory results of operations of the Company, as the case may be, and other data contained therein for the period then ended. The balance sheets of the Company in respect of any period ending after December 31, 1995, and the related summaries of operations and statements of cash flows for the periods then ended included in the Quarterly Statements, were prepared in conformity with Statutory Accounting Principles applicable to interim financial statements consistently applied during the periods involved, subject to normal year-end adjustments, and fairly present in all material respects their respective statutory financial positions at the respective dates and the results of the Company's respective operations for the periods then ended. (b) The Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-KSB for the three fiscal years ended December 31, 1992, December 31, 1993 and December 31, 1994, as filed with the Commission; (ii) Quarterly Reports an Form 10-QSB for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, as filed with the Commission; (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since December 31, 1993, and (iv) all other reports and or registration statements filed by the Company with the Commission since December 31, 1994, except registration statements on Form S-8, which are all the documents (including all exhibits, post-effective amendments and supplements theretoother than preliminary material) that the Company was required to file with the Commission since that date (the documents described in clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports") required to be filed by it under each ). As of their respective dates, the Securities Act and the Exchange Act, all of which, as amended if applicable, Company SEC Reports complied in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (Company SEC Reports comply as to form with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto and the financial statements included in the Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q audit adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 20001996, the Company Purchaser has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments with the Securities and supplements thereto) Exchange Commission (the "Company SEC ReportsCommission") required to be filed by it under each of pursuant to the Securities Act federal securities laws and the Exchange ActCommission rules and regulations thereunder, and all of whichsuch forms, as amended if applicable, reports and documents filed with the Commission have complied in all material respects with all applicable requirements of the appropriate actfederal securities laws and the Commission rules and regulations promulgated thereunder. Purchaser has heretofore made available to the Company and the Shareholders true and complete copies of all forms, reports, documents, amendments thereto and other filings filed by Purchaser with the Commission since September 30, 1996 (such forms, reports, documents and other filings, together with any amendments thereto, are listed on Schedule 2.3(f) attached hereto and are collectively referred to herein as the "Commission Filings"). As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports Commission Filings did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company Purchaser for its fiscal year ended September 30, 1996, included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q Commission Filings (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Purchaser Audited Financial Statements") have been ), were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries Purchaser as of the dates thereof and the results of their operations its operations, shareholders' equity and changes cash flows for the period then ended. The unaudited financial statements of Purchaser for the six-month period ended March 31, 1997, included in the Commission Filings, have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Purchaser as of March 31, 1997 and the results of its operations, shareholders' equity and cash flows for the periods six-month period then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accordance with generally accepted accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actconsistently applied.

Reports and Financial Statements. (a) Since January 1, 20001996, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects respects, when filed with all applicable requirements of the appropriate actact and the rules and regulations thereunder. The Company has previously delivered or made available to Purchaser copies (including all exhibits, post-effective amendments and supplements thereto) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, 1997 until the date hereof; and (iii) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii) being referred to as the "COMPANY SEC REPORTS"). As of their respective filing dates except as (or to the extent amended or supplemented prior superseded by a subsequent filing, with respect to the date hereofinformation in such subsequent filing, in which case or as of the filing date of that amendment or supplementthe subsequent filing), the Company SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months years ended December 31, 2002 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31quarter ending September 30, 2003 2000 (collectively, the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent basis (except as may be indicated therein or in the notes thereto) with prior periods and fairly present in all material respects presented the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of their operations of the Company and changes in financial position the Company Subsidiaries for the respective periods then ended (subject, in the case of the unaudited financial statements, interim statements to normal year-end adjustmentsadjustments and the absence of certain footnote disclosures). . (b) The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months years ended December 31, 20021999, December 31, 1998 and December 31, 1997 and the Company unaudited consolidated interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with the United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods and fairly presented the consolidated financial position of the Company as of the dates thereof and the Current Report on Form 8-K filed by related consolidated statement of operations, cash flows and stockholders' equity included in the Company on April 24SEC Reports fairly presented the consolidated results of operations of the Company for the respective periods then ended (subject, 2003 are collectively referred in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures). (c) As of the date of this Agreement, except as set forth in the "Company Recent SEC Reports". Since Company's Annual Report for the year ended December 31, 2002, there has not been any change 1999 or in any method other Company SEC Report filed since that Annual Report and prior to the date of accounting this Agreement, neither the Company nor any of its subsidiaries is a party to or accounting principles bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or practice by (ii) any non-competition agreement or any other agreement or arrangement that limits the Company or any of its Subsidiariessubsidiaries or any of their respective affiliates, except or that would, after the date hereof similarly limit the Company or the Purchaser or any successor thereto, from engaging or competing in any line of business or in any geographic area after giving effect to the transactions contemplated hereby. (d) The audited consolidated financial statements of the Company for the year ended December 31, 2000 will not differ in any such change required by reason material respect from the unaudited consolidated financial statements of a concurrent change in GAAP or Regulation S-X under the Exchange ActCompany for the year ended December 31, 2000 attached hereto as EXHIBIT 1.5.

Reports and Financial Statements. Since The Company has -------------------------------- previously furnished or otherwise made available (by electronic filing or otherwise) to Alcoa true and complete copies of: (a) the Annual Reports on Form 10-K filed by the Company with the SEC for the fiscal year ended June 30, 1998 and the fiscal period ended December 31, 1998, and the Annual Reports on Form 10-K filed by Howmet with the SEC for each of the fiscal years ended December 31, 1997 and 1998; (b) the Quarterly Reports on Form 10-Q filed by each of the Company and Howmet with the SEC for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (c) each definitive proxy statement filed by each of the Company and Howmet with the SEC since December 31, 1997; (d) each final prospectus filed by each of the Company and Howmet with the SEC since December 31, 1997, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by each of the Company and Howmet with the SEC since January 1, 20001998. As of their respective dates, such reports, proxy statements and prospectuses filed by the Company has filed with the SEC all material forms(collectively with, statementsand giving effect to, reports any amendments, supplements and documents (including all exhibitsexhibits thereto, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be and filed by it under each of Howmet (collectively with, and giving effect to, any amendments, supplements and exhibits thereto, the Securities Act "Howmet SEC Reports," and together with the Exchange ActCompany SEC Reports, all of which, the "Group SEC Reports") (i) complied as amended if applicable, complied to form in all material respects with all the applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to Securities Act, the date hereof, Exchange Act and the rules and regulations promulgated thereunder in which case effect as of the filing date of that amendment or supplementfiling, the Company SEC Reports and (ii) did not contain any untrue statement of a material fact or omit to 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. Except to the extent that information contained in any Group SEC Report was amended or was superseded by a later filed Group SEC Report, none of the Group SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except for (x) filing requirements of Subsidiaries of the Company in connection with guarantees by such Subsidiaries of indebtedness of the Company, (y) Cordant Technologies Holding Company (with respect to the filing of Statements on Schedule 13D under the Exchange Act) and (z) Howmet, none of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Group SEC Reports (including any related notes and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q"schedules) for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of each of the Company and Howmet, as the case may be, and its respective consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1999, each of the Company and Howmet has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.The Company represents and warrants to Alcoa that, as of the respective dates thereof, all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof, will not contain any untrue statement of a material fact or omit to 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 Company's Annual Report on Form 10-K audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the twelve months periods or as of the date then ended December 31(subject, 2002in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the Company 10-Q and periods involved (except as otherwise disclosed in the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actnotes thereto).

Reports and Financial Statements. Since January 1, 2000(a) As of the Release Date, the Company has shall have filed and furnished to the Purchasers complete and accurate copies, as amended or supplemented, of all delinquent filings, including its (i) annual report on Form 10-KSB for the fiscal year ended December 31, 1999, as filed with the SEC, (ii) quarterly reports on Form 10-QSB for the quarters ended March 31, June 30, and September 30, 2000; and (iii) all other reports filed by the Company with the SEC under the Exchange Act since December 31, 1999, which together shall include a description of all material formsevents and management since the last Form 10-KSB filing for the year ended December 31, statements, 1996 (such reports and documents (including all exhibits, post-effective amendments and supplements thereto) (are collectively referred to herein as the "Company SEC Reports") ). The Company Reports constitute all of the documents required to be filed by it the Company under each Sections 13, 14, or 15(d) of the Securities Exchange Act and with the Exchange ActSEC since December 31, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act1999. As of their respective filing dates except as amended or supplemented prior a condition precedent to the date hereof, in which case as of the filing date of that amendment or supplementRelease, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make will file its annual report on Form 10-KSB for the statements thereinyear ended December 31, in the light of the circumstances under which they were made, not misleading. 2000. (b) The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the unaudited financial statements published rules and regulations of the Company included in the Company's Quarterly Report on Form 10-Q SEC with respect thereto, (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements"ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations, and cash flows of the Company and its Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then ended referred to therein, and (subject, in iv) are consistent with the case books and records of the unaudited financial statements, to normal year-end adjustments). The Company. (c) Attached as Exhibit C and incorporated herein by reference are the Company's Annual Report on Form 10-K pro forma balance sheets as of September 30, 2000, and the related pro forma statements of operations for the twelve nine months ended September 30, 2000, and the year ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act1999.

Reports and Financial Statements. Since January 1, 20001995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder, except as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Report on Form 10-K for the year ended June 30, 1997, as filed with the SEC, (b) Transition Report on Form 10-K for the six months ended December 31, 1997, (c) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (d) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (d) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of their respective filing dates except as amended or supplemented prior to the date hereof(or, in which the case as of filing under the filing date Securities Act, at the time of that amendment or supplementeffectiveness), the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Transition Report on Form 10-K for the twelve six months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 1997 (collectively, the "Company Financial Statements") ), have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actended.

Reports and Financial Statements. Since January 1The Company has previously furnished Parent with true and complete copies, 2000for each of the Company and Leviathan Gas Pipeline Partners, L.P. ("Leviathan"), of its (i) Annual Reports on Form 10-K for the fiscal years ended June 30, 1996 and June 30, 1997 (in the case of the Company) and for the fiscal years ended December 31, 1996 and December 31, 1995 (in the case of Leviathan), in each case, as filed with the Commission, (ii) Quarterly Report on Form 10-Q for the quarters ended September 30, 1997 and December 31, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders or to the extent applicable, limited partners (whether annual or special) since December 31, 1995 and (iv) all other reports or registration statements filed by the Company or Leviathan with the Commission since June 30, 1996 (in the case of the Company) and since December 31, 1995 (in the case of Leviathan), except for preliminary material (in the case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, which are all the documents that the Company or Leviathan were required to file with the Commission since that date (the documents in clauses (i) through (iv) being referred to herein collectively as the "Company Group SEC Reports"). As of their respective dates, the Company has filed with the Group SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required Reports complied as to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied form in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company Group SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company Group SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company or Leviathan, as the case may be, included in the Company's Quarterly Report on Form 10-Q (Company Group SEC Reports comply as to form in all material respects with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto. The financial statements included in the Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") Group SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly ); present fairly, in all material respects respects, the financial position of the Company or Leviathan, and its Subsidiaries their respective Subsidiaries, as of the case may be, as at the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q adjustments and any other adjustments described therein and the Current Report on Form 8-K filed by fact that certain information and notes have been condensed or omitted in accordance with the Company on April 24, 2003 Exchange Act and the rules promulgated thereunder; and are collectively referred to as in all material respects in accordance with the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method books of accounting or accounting principles or practice by account and records of the Company or any of its Leviathan and their respective Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has previously furnished Parent with true and complete copies of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the SEC Securities and Exchange Commission (the "Commission"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since September 30, 1997 and (iv) all other reports or registration statements filed by the Company with the Commission since September 30, 1997, except for preliminary material formsin the case of clauses (iii) and (iv) above, statementswhich are all the documents that the Company was required to file with the Commission since September 30, reports and 1997 (the documents in clauses (including all exhibits, post-effective amendments and supplements theretoi) through (iv) being referred to herein collectively as the "Company SEC Reports") required ). As of their respective dates, the Company SEC Reports complied as to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied form in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports: (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements"i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (basis, except as may be indicated therein or in the notes theretothereto and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; (ii) and fairly present fairly, in all material respects respects, the financial position of the Company and its Subsidiaries subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended ended; and (subject, iii) are in all material respects in accordance with the case books of account and records of the unaudited financial statementsCompany and its subsidiaries. As of June 30, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20021998, there has not been was no basis for any change in claim or liability of any method of accounting or accounting principles or practice by nature against the Company or any of its Subsidiariessubsidiaries, except for whether absolute, accrued, contingent or otherwise, which, alone or in the aggregate, has had, or would have, a Company Material Adverse Effect, other than as reflected in the Company SEC Report filed prior to the date of this Agreement. For the purposes of this Agreement, a "Company Material Adverse Effect" means a material adverse effect on the business, properties, assets, operations, condition (financial or otherwise), customer relations, supplier relations, business prospects, liabilities or results of operations of the Company and its subsidiaries taken as a whole, other than any such change required by reason of a concurrent change effects arising out of, resulting from or relating to changes in GAAP general economic or Regulation S-X under the Exchange Actfinancial conditions.

Reports and Financial Statements. Since January 1, 20001998, the Company has filed with the SEC all material forms, statements, statements and reports and documents (including all exhibits, post-effective amendments and supplements thereto) and all material documents required to be filed as exhibits thereto (collectively, the "Company COMPANY SEC ReportsREPORTS") required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been SEC Reports were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments)ended. The Company's Annual Report on Form 10-K for the twelve months ended December 31, 20021999, the Company's Quarterly Report on Form 10-Q (the Company 10-Q and Q") for the Current Report on Form 8-K filed by quarterly period ended September 30, 2000 (collectively, the "Company on April 24, 2003 Financial Statements") are collectively referred to as the "Company Recent COMPANY RECENT SEC ReportsREPORTS". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January February 1, 20002001, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports filed with the SEC prior to the date hereof did not contain any untrue statement of a material fact or omit to 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, except to the extent corrected by a subsequently filed Company SEC Report filed with the SEC prior to the date hereof. The audited consolidated financial statements and unaudited financial statements of the Company included in the Company's Annual Report report on Form 10-K for the twelve months ended December January 31, 2002 2004, and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31April 30, 2003 2004 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, subject in the case of the any unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has previously furnished or made available to the Buyer complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, as filed with the SEC all material forms, statements, reports Securities and documents (including all exhibits, post-effective amendments and supplements thereto) Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1995, and (c) all other reports or registration statements filed by the Company with the SEC since December 31, 1995 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to in this Agreement as the "Company Reports") ). The Company Reports constitute all of the documents filed or required to be filed by it under each of the Securities Act and Company with the Exchange ActSEC since December 31, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act1995. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports filed since December 31, 1995, did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended Company Reports filed since December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q 1995 (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectivelytogether, the "Company Financial Statements"), (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-QSB under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company and its Subsidiaries Subsidiary as of the respective dates thereof and the results of their operations and changes in financial position for the periods then ended referred to therein, and (subject, in iv) are consistent with the case books and records of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange ActSubsidiary.

Reports and Financial Statements. Since (a) The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 20002001 (collectively, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibitsexhibits thereto, post-effective amendments and supplements thereto) (the "Company SEC Reports") ). No Subsidiary of the Company is required to be filed by it under each of file any form, report, registration statement, prospectus or other document with the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actSEC. As of their respective filing dates except as dates, none of the Company SEC Reports (and, if amended or supplemented superseded by a filing prior to the date hereofof this Agreement or the Closing Date, in which case as of then on the filing date of that amendment or supplementsuch filing) contained, and none of the Company SEC Reports did not contain filed subsequent to the date hereof will contain, any untrue statement of a material fact or omit to 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. . (b) The Company's audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months fiscal year ended December 31September 28, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Audited Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof at September 28, 2002 and September 29, 2001 and the consolidated results of their operations operations, cash flows and changes in financial position stockholders' equity for the periods then 52 weeks ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31September 28, 2002, September 29, 2001 and September 30, 2000, all in accordance with GAAP consistently applied. No independent auditors' report included with the Audited Financial Statements has been revoked or qualified in any manner since its date. The Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24has not, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31since September 28, 2002, there has not been made any material change in any method the accounting practices or policies applied in the preparation of accounting or accounting principles or practice by the Audited Financial Statements. The Books and Records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP. The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any of its Subsidiariesmaterial weaknesses in internal controls and (B) any fraud, except for any such change required by reason of whether or not material, that involves management or other employees who have a concurrent change significant role in GAAP or Regulation S-X under the Exchange ActCompany's internal controls.

Reports and Financial Statements. Since January 1, 2000, (a) The Company has previously furnished the Investor with complete and correct copies of the following: (i) the balance sheets of the Company has filed with as of December 31, 1997, February 28, 1997 and February 23, 1996, and the SEC related statements of income, retained earnings, and cash flow for the years then ended, certified by the Company's independent certified public accountant; the Company's unaudited balance sheet and related statements of income, retained earnings, and cash flow for the interim periods ended September 30, 1998, and August 29, 1997; and the Company's unaudited balance sheet and statement of income for the month ended November 27, 1998, each attached hereto as Schedule 4.7(a)(i) (collectively the "Financial Statements"); (ii) the pro forma consolidated balance sheet of the Company at the Closing Date, taking into account all material formstransactions contemplated by this Agreement and the Related Agreements, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretosuch balance sheet being attached hereto as Schedule 4.7(a)(ii) (the "Company SEC ReportsPro Forma Balance Sheet"); and (iii) required to be filed by it under the projections of the Company's future performance dated as of the Closing Date and attached hereto as Schedule 4.7(a)(iii) (the "Projections"). (b) Except as specifically noted therein or in Section 7.1, each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied Financial Statements delivered under Section 4.7(a)(i) hereof was prepared in all material respects accordance with all applicable requirements of the appropriate act. As of their respective filing dates generally accepted accounting principles consistently applied (except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements do not contain footnotes, and are subject to normal and customary year end adjustments consistent with past practice); each of the Company balance sheets included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company such Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and Statements fairly present presents in all material respects the financial position condition of the Company and its Subsidiaries as of the dates thereof close of business on the date thereof, and each of the results statements of their operations income and retained earnings and changes in financial position included in such Financial Statements fairly presents in all material respects the results of operations of the Company for the Fiscal Years and periods then ended ended. (subjectc) The Pro Forma Balance Sheet and the Projections have been prepared by management of the Company on a reasonable basis consistent with the historical financial statements of the Company except for the pro forma adjustments specified therein, and the Company is not aware of any fact that casts doubt on the reasonableness or completeness thereof, or the accuracy of the historical or actual amounts or the calculations included therein. The Company does not and will not, upon completion of the transactions contemplated by this Agreement, have any material liabilities, contingent or otherwise, that are not referred to in the case of Pro Forma Balance Sheet, the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, 1997 balance sheet included in the Company 10-Q and Financial Statements or in the Current Report on Form 8-K filed by notes to the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change 1997 Financial Statements. The Company will attain cash from operations for the fourth quarter of fiscal year 1998 in any method an amount at least equal to the amount set forth in the Projections. (d) The Projections constitute a reasonable basis for the assessment of accounting or accounting principles or practice by the future performance of the Company or any of its Subsidiariesduring the periods indicated therein, except for any such change required by reason of a concurrent change and all material assumptions used in GAAP or Regulation S-X under the Exchange Actpreparation thereof are set forth in the notes thereto.

Reports and Financial Statements. Since January 1, 20001998, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 1999 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-10- Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 20021999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24June 5, 2003 2000 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January February 1, 20002001, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "“Company SEC Reports"”) required to be filed by it under each of the Securities Act, the Exchange Act and the Exchange Actrespective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports filed with the SEC prior to the date hereof did not contain any untrue statement of a material fact or omit to 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, except to the extent corrected by a subsequently filed Company SEC Report filed with the SEC prior to the date hereof. The audited consolidated financial statements and unaudited financial statements of the Company included in the Company's ’s Annual Report report on Form 10-K for the twelve months ended December January 31, 2002 2004, and the unaudited financial statements of the Company included in the Company's ’s Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31April 30, 2003 2004 (collectively, the "“Company Financial Statements"”) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, subject in the case of the any unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has timely filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since December 31, 1998 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, all as the case may be, and none of whichsuch Company SEC Reports, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofdates, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal recurring year-end adjustments). The Company's Annual Report on Form 10-K adjustments and any other adjustments described therein) the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the twelve months ended periods then ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, since December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20022001, there has not been any no change in any method of the significant accounting (including tax accounting) policies or accounting principles or practice by procedures of the Company or any of its consolidated Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1(a) The Company was formed on July 12, 2000, 2006 and since that time has not engaged in any business that is not in connection with the Merger or raising the additional capital contemplated by Section 7.05 hereof. (b) The Company has previously furnished or made available to eMerge a true and complete copy of: (i) the unaudited financial statements of the Company has filed as of, and for the period from its inception through, September 30, 2006 (the “Company Financial Statements”); (ii) the projected consolidated income statements of eMerge as combined with the SEC all material formsCompany for the five-year period ending December 31, statements, reports 2011 (the “Projected Income Statements”); and (iii) the materials presented by the Company and documents its affiliates and representatives to potential Third Party Investors regarding potential investments in eMerge’s securities (the “Investor Presentation”). (c) The Company Financial Statements (including all exhibits, post-effective amendments any related notes and supplements theretoschedules) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied fairly present in all material respects with all applicable requirements the assets, liabilities and financial position of the appropriate actCompany as of the dates thereof and the results of operations of the Company for the period or as of the date then ended (subject to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (d) The Projected Income Statements have been prepared in good faith by the Company based upon assumptions that were reasonable when made and accurate historical data. The assumptions used in the preparation of the Projected Income Statements continue to be reasonable as of the date hereof and the Closing Date. (e) The books and records of the Company are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and correct record of all meetings or proceedings of its members. The ledger of membership units of the Company is complete and reflects all issuances, transfers, repurchases and cancellations of membership units of the Company. (f) As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing Closing Date and, on each date of that amendment the Investor Presentation was presented to a potential Third Party Investor by the Company or supplementits affiliates or agents, the Company SEC Reports Investor Presentation (excluding information regarding eMerge provided in writing by eMerge for inclusion in the Investor Presentation) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements . (g) As of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectivelydate hereof, the "Company Financial Statements"press release described in Section 7.02(a) have been prepared hereof (excluding information regarding eMerge provided in accordance with United States generally accepted accounting principles ("GAAP"writing by eMerge for inclusion therein) applied on did not contain any untrue statement of a consistent basis (except as may be indicated therein material fact or omit to state a material fact necessary in order to make the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subjectstatements therein, in the case light of the unaudited financial statementscircumstances under which they were made, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actmisleading.

Reports and Financial Statements. Since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-K for the three years ended July 31, 1994, 1995, and 1996, as filed with the SEC Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended November 3, 1996, February 2, 1997 and May 4, 1997, as filed with the Commission, (iii) proxy statements related to all material formsmeetings of its shareholders (whether annual or special) since July 31, statements1994 and (iv) all other reports or registration statements filed by the Company with the Commission since July 31, reports and 1994, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (including all exhibits, post-effective amendments and supplements theretoother than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports") required to be filed by it under each ). As of their respective dates, the Securities Act and the Exchange Act, all of which, as amended if applicable, Company SEC Reports complied in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company 10-Q") for the quarterly period ended March 31SEC Reports, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q audit adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 20001997, the Company -------------------------------- Purchaser has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports"supplements) required to be filed by it under each of the Securities Act and Act, the Exchange Act, and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As Attached hereto as Schedule 4.5 is a list of their respective filing dates except Purchaser's (a) Annual Reports on Form 10-KSB for the fiscal year ended December 31, 1998 and for each of the two immediately preceding fiscal years, as amended amended, as filed with SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or supplemented special) held, and (ii) all actions by written consent in lieu of a stockholders' meeting taken, since December 31, 1995 and prior to the date hereof, and (c) all other reports, including quarterly reports filed by Purchaser with the SEC since December 31, 1995 and prior to the date of Closing (other than registration statements) (the documents referred to in which case clauses (a), (b) and (c) are collectively referred to as the "Purchaser SEC Reports"). The Purchaser SEC Reports were true, correct and complete in all material respects as of the filing date of that amendment or supplementeach such Report. As of the respective filing dates, the Company Purchaser SEC Reports did do not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim consolidated financial statements of the Company Purchaser included in the Company's Quarterly Report on Form 10-Q such reports (collectively the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Purchaser Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company Purchaser and its Subsidiaries subsidiaries on a consolidated basis as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended (ended, subject, in the case of the unaudited interim financial statements, to the normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 2000, the The Company has timely filed all reports required to be filed with the SEC all material formsSecurities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since December 31, statements1998 (collectively, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required ), and has previously made available to be filed by it under each Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, all as the case may be, and none of whichsuch Company SEC Reports, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofdates, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal recurring year-end adjustments). The Company's Annual Report on Form 10-K adjustments and any other adjustments described therein) the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the twelve months ended periods then ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, since December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20022001, there has not been any no change in any method of the significant accounting (including tax accounting) policies or accounting principles or practice by procedures of the Company or any of its consolidated Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 2000, the The Company has previously -------------------------------- furnished Parent with true and complete copies of its (i) Annual Reports on Form 10?K for the three years ended July 31, 1994, 1995, and 1996, as filed with the SEC Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended November 3, 1996, February 2, 1997 and May 4, 1997, as filed with the Commission, (iii) proxy statements related to all material formsmeetings of its shareholders (whether annual or special) since July 31, statements1994 and (iv) all other reports or registration statements filed by the Company with the Commission since July 31, reports and 1994, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (including all exhibits, post-effective amendments and supplements theretoother than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports") required to be filed by it under each ). As of their respective dates, the Securities Act and the Exchange Act, all of which, as amended if applicable, Company SEC ------------------- Reports complied in all material respects with all applicable the requirements of the appropriate actSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company 10-Q") for the quarterly period ended March 31SEC Reports, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q audit adjustments and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Actother adjustments described therein.

Reports and Financial Statements. Since January 1, 2000, (a) The Company has previously furnished the Investor with complete and correct copies of the following: (i) the balance sheets of the Company has filed with as of December 31, 1997, February 28, 1997 and February 23, 1996, and the SEC related statements of income, retained earnings, and cash flow for the years then ended, certified by the Company's independent certified public accountant; the Company's unaudited balance sheet and related statements of income, retained earnings, and cash flow for the interim periods ended September 30, 1998, and August 29, 1997; and the Company's unaudited balance sheet and statement of income for the month ended November 27, 1998, each attached hereto as SCHEDULE 4.7(a)(i) (collectively the "Financial Statements"); (ii) the pro forma consolidated balance sheet of the Company at the Closing Date, taking into account all material formstransactions contemplated by this Agreement and the Related Agreements, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretosuch balance sheet being attached hereto as SCHEDULE 4.7(a)(ii) (the "Company SEC ReportsPro Forma Balance Sheet"); and (iii) required to be filed by it under the projections of the Company's future performance dated as of the Closing Date and attached hereto as SCHEDULE 4.7(a)(iii) (the "Projections"). (b) Except as specifically noted therein or in Section 7.1, each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied Financial Statements delivered under Section 4.7(a)(i) hereof was prepared in all material respects accordance with all applicable requirements of the appropriate act. As of their respective filing dates generally accepted accounting principles consistently applied (except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements do not contain footnotes, and are subject to normal and customary year end adjustments consistent with past practice); each of the Company balance sheets included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company such Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and Statements fairly present presents in all material respects the financial position condition of the Company and its Subsidiaries as of the dates thereof close of business on the date thereof, and each of the results statements of their operations income and retained earnings and changes in financial position included in such Financial Statements fairly presents in all material respects the results of operations of the Company for the Fiscal Years and periods then ended ended. (subjectc) The Pro Forma Balance Sheet and the Projections have been prepared by management of the Company on a reasonable basis consistent with the historical financial statements of the Company except for the pro forma adjustments specified therein, and the Company is not aware of any fact that casts doubt on the reasonableness or completeness thereof, or the accuracy of the historical or actual amounts or the calculations included therein. The Company does not and will not, upon completion of the transactions contemplated by this Agreement, have any material liabilities, contingent or otherwise, that are not referred to in the case of Pro Forma Balance Sheet, the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, 1997 balance sheet included in the Company 10-Q and Financial Statements or in the Current Report on Form 8-K filed by notes to the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change 1997 Financial Statements. The Company will attain cash from operations for the fourth quarter of fiscal year 1998 in any method an amount at least equal to the amount set forth in the Projections. (d) The Projections constitute a reasonable basis for the assessment of accounting or accounting principles or practice by the future performance of the Company or any of its Subsidiariesduring the periods indicated therein, except for any such change required by reason of a concurrent change and all material assumptions used in GAAP or Regulation S-X under the Exchange Actpreparation thereof are set forth in the notes thereto.

Reports and Financial Statements. Since January 1, 2000, the The Company has made available to the Purchaser complete and accurate copies, as amended or supplemented, of its (a) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as filed with the SEC all material forms, statements, reports Securities and documents (including all exhibits, post-effective amendments and supplements thereto) Exchange Commission (the "Commission"), (b) Current Reports on Form 8-K dated February 9, 1999, February 18, 1999, March 29, 1999, April 2, 1999, May 10, 1999, June 4, 1999 and July 2, 1999 and (c) Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as amended, (such reports described in the immediately preceding clauses (a), (b) and (c) are collectively referred to herein as the "Company SEC Reports") ). The Company Reports constitute all of the documents required to be filed by it the Company under each Section 13 of the Securities Exchange Act and the Exchange Act, all of which1934, as amended if applicable(the "Exchange Act"), complied in all material respects with all applicable requirements of the appropriate actCommission since December 31, 1998. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplementdates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the date of the latest filed Company Report, the Company has not been required to file a Current Report on Form 8-K under the Exchange Act. The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 Company Reports (i) comply in all material respects with applicable accounting requirements and the unaudited financial statements published rules and regulations of the Company included in the Company's Quarterly Report on Form 10-Q Commission with respect thereto, (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements"ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) , and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited quarterly financial statements, to normal year-end adjustments). The Company's Annual Report on as permitted by Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are substantially consistent with the books and records of the Company.

Reports and Financial Statements. Since January 1, 2000, the The Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it on or before the date hereof under each of the Securities Act of 1933, as amended, the Exchange Act and the Exchange Act, all of whichrespective rules and regulations thereunder. The Company Recent SEC Reports (as defined below), as amended if applicable, complied in all material respects with all applicable requirements of the appropriate actact and the rules and regulations thereunder. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company Recent SEC Reports did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report Reports on Form 10-Q (the "Company 10-Q") for the quarterly period periods ended March 31, 2003 and June 30, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report Reports on Form 10-K for the twelve months ended December 31, 2002, December 31, 2001 and December 31, 2000, and the Company Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and the Current Report on Form 8-K filed by the Company on April 24June 30, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange 1934 Act.

Reports and Financial Statements. Since (a) The Seller has previously furnished or made available to the Buyer true, complete and accurate copies, as amended or supplemented, of its (a) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998 as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 20001995 and (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Seller with the SEC since January 1, 1995 (such annual and quarterly reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). As of their respective dates, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, Reports complied in all material respects with all applicable SEC requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports and did not contain any untrue statement of a material fact or omit to 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 audited consolidated financial statements and unaudited interim financial statements of the Company Seller included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q Reports (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectivelytogether, the "Company Financial Statements"), as of the date of filing thereof, (i) have been complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, (iii) and presented fairly present in all material respects the consolidated financial position of the Company Seller and its Subsidiaries consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in financial position cash flows for the periods then ended and (subject, in iv) were consistent with the case books and records of the unaudited Company. (b) The Seller has made available to the Buyer true, correct and complete copies of the audited accounts of BSA relating to the financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months years ended December 31, 20021996, 1997 and 1998, together with the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as Annexes thereto (the "Company Recent SEC ReportsBSA Accounts"). Since The BSA Accounts have been prepared on the basis of a going concern and conform to the French "Plan Comptable"; they give a true and fair view of BSA's financial position and of its results for the relevant date and financial year; in particular, as at December 31, 20021998 there were no assets necessary for the running of the business of BSA or any off-balance sheet liabilities which are not revealed or reflected in the BSA Accounts or disclosed on Schedule 2.6. The BSA Accounts make appropriate provision for bad or doubtful debts and for the depreciation of Inventory. Neither the Seller nor BSA has received notice in writing or a written warning from an official body or from its auditors concerning a failure to observe legal requirements relating to the preparation of the BSA Accounts. BSA owned, there at each date to which the BSA Accounts referred, without any dispute, limit or reservation of whatever nature, all of the tangible assets which appear in the relevant BSA Accounts, and will own such assets at Closing. The preparation of the BSA Accounts has not been subject to any significant change in any method of as to the accounting or accounting methods, principles or practice practices used by the Company BSA and/or Seller, or any to a specific accounting practice (in particular, without limitation, in respect of the accounting principles, the notes to the accounts relating to reserves, to depreciation and to rates A-8 15 used), which would otherwise give a misleading comparison between the accounts for one period and the next. The BSA Accounts for the financial year ended December 31, 1998 have been prepared on a basis consistent with the BSA Accounts for the financial years ended December 31, 1996 and 1997 and present fairly BSA's financial position and its Subsidiaries, except results at the date and for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.period concerned. 2.6

Reports and Financial Statements. Since January 1, 2000, the The Company has timely filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since March 31, 1994 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, all as the case may be, and none of whichsuch Company SEC Reports, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereofdates, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to 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 audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the financial position of the Company and its Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flows of the Company for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments)ended. The Company's Annual Report on Form 10-K for the twelve months ended December Since March 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 20021994, there has not been any no change in any method of the significant accounting (including tax accounting) policies, practices or accounting principles or practice by procedures of the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange ActCompany.