Potential Liabilities of Directors and Officers

Non-Employee Director Checklist

Status Information Required

1. If common equity securities are being registered and there is a substantial disparity between the public offering price and the effective cash cost to officers, directors, promoters and affiliated persons of common equity acquired by them during the last 5 years, or if common equity securities are being registered by a registrant that has had losses in each of the last 3 fiscal years and there is a material dilution of the purchasers' equity interest, disclose:

(a) the net tangible book value per share before and after the distribution.

(b) the amount of the increase in net tangible book value per share attributable to the cash payments made by purchasers of the shares being offered.

(c) the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.

2. Describe any arrangement whereby the underwriter may designate or nominate a member of the board of directors, and identify any director so designated or nominated.

3. Describe any material pending legal proceedings (other than ordinary routine litigation incidental to the business) to which the registrant or any of its subsidiaries is a part or of which any of their property is the subject, and any proceeding known to be contemplated by governmental authorities.

4. Disclose any change in or disagreements with accountants or accounting and financial matters that have occurred during the last 2 fiscal years

5. Provide the following information with respect to each director and each person nominated as a director: name; age; all positions and offices with the registrant; term of office as director and any period(s) during which he has served as such; describe any arrangement or understanding pursuant to which he was or is to be selected as a director or nominee.

6. State the nature of any family relationship between any director, executive officer or person nominated or chosen to be a director or executive officer.

7. Describe the business experience during the past 5 years of each director, executive officer, person nominated or chosen to be a director or executive officer, or "significant employee," including: principal occupation; name and principal business of each organization in which such occupation was carried on and its relationship (if any) to the registrant; and the nature of the responsibility (if employed by registrant or any of its subsidiaries for less than 5 years.

8. Indicate any other directorships made by each director or person nominated to be a director in any company registered under the 1934 Act or the Investment Company Act of 1940.

9. Describe any of the following events that occurred during the past 5 years involving any director, executive officer, or nominee:

(a) bankruptcy, insolvency, receivership or similar proceedings, either in his individual capacity or involving any partnership of which he was a general partner or business of which he was an executive officer within 2 years before the time of such filing.

(b) conviction in a criminal proceeding or being named the subject of any pending criminal proceeding.

(c) any order, judgment or decree temporarily or permanently enjoining him from engaging in certain activities involving commodities or securities or from engaging in any type of business practice.

(d) any order, judgment or decree bearing, suspending or otherwise limiting his right to act as a broker, dealer, underwriter, investment advisor, etc.

(e) conviction under any federal or state securities law.

(f) conviction under any federal commodities law.

(Registrants not subject to 1934 Act reporting requirements must provide the same information with respect to control persons, and registrants not subject to 1934 Act reporting requirements who have been organized within the last 5 years must provide the same information with respect to promoters).

10. Provide the following information with respect to each defined benefit or actuarial plan under which benefits are determined primarily by final compensation and years of service:

(a) compensation covered by the plan, including its relationship to annual compensation.

(b) current compensation covered by the plan for any named executive officer whose covered compensation differs by more than 10% from that set forth as annual compensation.

(c) estimated credited years of service for each of the named executive officers.

11. Describe any arrangement (standard or otherwise) pursuant to which directors are, or were during the last fiscal year, compensated for services as director (stating amounts), including additional amounts payable for committee participation or special assignments.

12. Identify each person who served as a member of the compensation committee during the last fiscal year, indicating each committee member who was, during the fiscal year, an officer or employee of the registrant or any of its subsidiaries, was formerly an officer of the registrant or any of its subsidiaries, or had any relationship with the registrant requiring disclosure pursuant to Item 404 of S-K.

13. If the registrant does not have a compensation committee, identify each officer and employee of the registrant or any of its subsidiaries, and each former officer of the registrant or any of its subsidiaries who, during the last fiscal year, participated in Board deliberations concerning executive officer compensation.

14. Describe any of the following relationships that existed during the last fiscal year:

(a) an executive officer of the registrant served as a member of the compensation committee (or, if no such committee, the board of directors) of another entity, one of whose executive officers served as a member of the compensation committee of the registrant;

(b) an executive officer of the registrant served as a director of another entity, one of whose executive officers served on the compensation committee of the registrant;

(c) an executive officer of the registrant served as a member of the compensation committee of another entity, one of whose executive officers served as a director of the registrant.

15. Provide the following information with respect to each class of equity subsidiaries of the registrant, or any of its parents or subsidiaries (other than directors' qualifying shares) beneficially owned by all directors and officers (naming them), each of the named executive officers, and all directors and executive officers as a group:

(a) title of the class of securities;

(b) name of the beneficial owner;

(c) amount and nature of beneficial ownership, including the total number of shares beneficially owned;

(d) percentage of the class so owned.

16. Describe any arrangements, including any pledge by any person, of securities of the registrant or any of its parents, the operation of which may result in a change in control of the registrant.

17. Describe any transaction (or series of similar transactions) during the last fiscal year, or any currently proposed transaction to which the registrant or any of its subsidiaries is a party and the amount involved exceeds $60,000, and in which any of the following had a direct or indirect material interest: any director, nominee for director, executive officer, beneficial owner of more than 5% of any class of securities, or family member of any of the foregoing (indicate relationship to registrant, nature of interest in the transaction, amount of transaction, and, where practicable, amount of such person's interest in the transaction).

18. Describe any of the following relationships regarding directors or nominees for director that exist, or have existed during the last fiscal year (indicate identity of entity with which registrant has the relationship, name of director or nominee, nature of his affiliation with the other entity, relationship between registrant and the other entity, and the amount of business done during the last fiscal year or proposed to be done during the current fiscal year):

(a) nominee or director is an executive officer of, or owns a greater than 10% equity interest in, any business or professional entity making payments to the registrant or its subsidiaries for property or services in excess of 5% of the registrant's or the other entity's consolidated gross revenues for the last fiscal year;

(b) nominee or director is an executive officer of, or owns a greater than 10% equity interest in, any business or professional entity to which the registrant or its subsidiaries makes payments for property or services in excess of 5% of the registrant's or the other entity's consolidated gross revenues for the last fiscal year;

(c) nominee or director is an executive officer of, or owns greater than 10% equity interest in, any business or professional entity to which the registrant or its subsidiaries was indebted at the end of the last fiscal year in an aggregate amount in excess of 5% of the registrant's total consolidated assets;

(d) nominee or director is a member of or counsel to a law firm retained by the issuer (only disclose dollar amount if it exceeds 5% of law firm's gross revenues for the last fiscal year);

(e) nominee or director is a partner or executive officer of an investment banking firm performing services for the registrant (other than as a participating underwriter in a syndicate (only disclose dollar amount if it exceeds 5% of the investment bank's consolidated gross revenues for the last fiscal year));

(f) any other similar relationships between the registrant and any nominee or director.

19. Describe any indebtedness to the registrant or its subsidiaries in excess of $60,000 at any time during the last fiscal year by any of the following: director, executive officer, nominee for director, family member of the foregoing, corporation or organization of which any of the foregoing is an executive officer or partner or owns more than 10% equity, or trust or estate in which such person has a substantial beneficial interest or serves as trustee (indicate nature of relationship to registrant, largest amount outstanding, nature of indebtedness and transaction in which it was incurred, current amount owed and interest rate).

20. Provide the following information with respect to all unregistered securities of the registrant sold by the registrant within the past 3 years:

(a) date of sale;

(b) title and amount of securities sold;

(c) names of principal underwriters (if any);

(d) persons or class to whom securities were sold (if not a public offering);

(e) nature and aggregate amount of consideration received by registrant.

21. Describe any statute, charter provisions, bylaws, contract or other arrangement under which any controlling person, director or officer is indemnified or insured against liability arising out of his capacity as such.