Common use of Securities and Exchange Clause in Contracts

Securities and Exchange. Commission Filings; Financial Statements. (i) The Company has filed all forms, reports and documents required to be filed with the Securities and Exchange Commission ("SEC") since January 1, 1996 and has heretofore delivered to ValorInvest true and complete copies of the Company's (i) Form 10-KSB for the fiscal year ended December 28, 1997, and (ii) Quarterly Report on Form 10-QSB for each of the quarters ended March 29, 1998 and June 28, 1998 (collectively, "the SEC Reports"). The SEC Reports (x) were prepared in accordance with the requirements of the Exchange Act, and (y) 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. (ii) The financial statements contained in the SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Company as at the respective dates thereof and the results of operations of the Company for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. Since the date of the Form 10-QSB for the quarter ended June 28, 1998, there has not been any material adverse change in the financial condition of the Company.