10. Representations and warranties

To induce Bank to make the Loan(s) Debtor represents and warrants and continues to represent and warrant that:

10.1 Debtor, if a corporation or partnership, is duly organized, validly existing and in good standing to do business in those jurisdictions in which its ownership or property or the conduct of its business requires such qualification, and has the power to carry on its business as it is presently being conducted, as well as to enter into and perform this Agreement, to effect the Loan(s), and to execute the Note(s) and other documents as herein provided.

10.2 The financial statements which have been heretofore furnished to Bank by Debtor pursuant to the terms of this Agreement were prepared in conformity with generally accepted accounting principles, consistently applied, and fairly reflect the financial condition of Debtor as of _________________, 19_____. There are no known or threatened contingent liabilities of Debtor, which have not been disclosed in said financial statements, nor has there been any material adverse change in the financial condition, business or operations of Debtor since ________________, 19______.

10.3 Except as detailed in a separate letter attached hereto, no claim, litigation, governmental proceeding is pending or, to the knowledge of Debtor, threatened against Debtor, the result of which may have a material adverse affect on the financial condition, operations or business of Debtor, or which may adversely affect the ability of Debtor to perform its Obligations hereunder, under the Note(s), or under any other documents executed pursuant to and in conjunction with this Agreement.

10.4 The making of this Agreement and the issuance of the Note(s) and other document executed pursuant to and in conjunction with this Agreement, and compliance with their terms, will not violate any provision of any other instrument or document or result in a breach of any term or condition of, or result in the imposition of any lien, charge or encumbrance upon, any property of Debtor pursuant to, or constitute a default under, any indenture, agreement or instrument to which Debtor is a party or by which it is bound.

10.5 Debtor has timely filed, or caused to be timely filed all federal, state and local tax returns which are required to be filed and has paid or caused to be paid all taxes which are due and payable pursuant to said returns or pursuant to any assessment duly filed against Debtor.

10.6 This Agreement, the Note(s), the Surety Agreement(s), the Security Agreement(s), and all other documents required by this Agreement, when executed by Debtor and others, if any, and delivered to Bank, shall be valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms.

10.7 No event has occurred or failed to occur which, with the passage of time or giving of notice, or both, would be an Event of Default hereunder.

10.8 Debtor keeps its records with respect to its Accounts at the following address(s):

_________________________________________________________

(Street & No.) (City) (County) (State) (Zip Code)

_________________________________________________________

(Street & No.) (City) (County) (State) (Zip Code)

10.9 Debtor keeps its equipment and the bulk of its Inventory at the following location(s):

_________________________________________________________

(Street & No.) (City) (County) (State) (Zip Code)

_________________________________________________________

(Street & No.) (City) (County) (State) (Zip Code)

10.10 Except as provided in a schedule provided by Debtor attached hereto and incorporated herein as though set forth in full in this paragraph, the property and assets of Debtor are not subject to any lien, encumbrance or security interest which has arisen other than in the normal course of business, and Debtor has good and marketable title to all of its assets, subject only to the security interest, if any, granted in connection with this Agreement.

All of the above representations and warranties shall survive the making of this Agreement and the issuance of the Note(s).