Accountant's Certificate of Compliance

ACCOUNTANT'S CERTIFICATE OF COMPLIANCE

This Accountant's Certificate of Compliance (the Certificate) is made as of by and between Company Name: with principal address at (the Company), and Accountant Name: with principal address at (the Accountant).

RECITALS

WHEREAS, the Company and certain third parties have entered into an agreement entitled (the Agreement) which requires the delivery of periodic certificates attesting to compliance with specified financial covenants;

WHEREAS, the Company engaged the Accountant to perform agreed-upon procedures and to issue a certificate concerning compliance with the financial covenants and related requirements set forth in the Agreement for the period specified below;

WHEREAS, the Accountant has examined the Company's accounting records, supporting calculations and such other information and records as the Accountant considered necessary in order to form the opinions and conclusions set forth in this Certificate.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below. "Period" means the period commencing on and ending on .

2. ENGAGEMENT AND SCOPE

The Accountant's engagement was limited to performing agreed-upon procedures with respect to the Company's records and calculations relevant to the covenants specified in the Agreement. The procedures performed were agreed by the Company and the intended recipients and consisted principally of: inspection of ledger entries and supporting schedules; recalculation of covenant ratios; examination of bank statements and reconciliations as necessary for verification of balances; and inquiry of management limited to matters necessary for the performance of such procedures. The procedures do not constitute an audit or review and, accordingly, the Accountant does not express an opinion or provide any form of assurance other than the specific certification set forth in this Certificate.

3. CERTIFICATION

Based solely on and limited to the procedures performed and subject to the qualifications set forth in Section 4, the Accountant certifies that, as of the end of the Period, the Company is in compliance with the financial covenants set forth below. Where a representation of compliance is made, it is made only with respect to the covenant and measurement period expressly identified and on the basis of the procedures performed.

Identified Covenants and Results

4. EXCEPTIONS AND QUALIFICATIONS

The Accountant reports the following exceptions, qualifications and material matters that affected the execution of the procedures described above or the conclusions set forth in Section 3. Such exceptions may include adjustments, unsupported items, departures from the Agreement's measurement conventions, or other matters identified during performance of procedures:

5. RELIANCE, DISTRIBUTION AND USE

This Certificate is provided solely for the benefit of the parties identified in the Agreement and may be relied upon only by: . No other party may rely upon this Certificate without the express written consent of the Accountant. The Accountant specifically disclaims reliance by any party not named above.

6. LIMITATIONS

The procedures performed were limited to those described in Section 2 and were not designed to detect all matters that might be relevant to the Company's financial condition or compliance. The Accountant has not performed an audit or review and does not express an opinion or provide assurance except as expressly stated in Section 3. The Accountant is not responsible for events, transactions or information arising after the end of the Period.

7. NOTICES

8. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Certificate, together with the Agreement and any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements and communications, whether written or oral, regarding such subject matter.

10. SEVERABILITY

If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to give effect to the intent of the parties as nearly as possible.

11. AMENDMENT AND WAIVER

No amendment or waiver of any provision of this Certificate will be effective unless in writing and signed by both the Company and the Accountant. No failure or delay in exercising any right hereunder shall operate as a waiver of such right.

12. COUNTERPARTS

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be effective as original signatures for all purposes.

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