Legal Director's Certificate

LEGAL DIRECTOR'S CERTIFICATE

This Legal Director's Certificate (the "Certificate") is made as of the day of , by Company Name: , a corporation duly organized and validly existing under the laws of State of Incorporation: , with its principal executive office at Address: (the "Company"), in favor of Recipient Name: (the "Recipient").

RECITALS

WHEREAS, the Company and the Recipient entered into that certain agreement identified as: dated the day of , (the "Agreement");

WHEREAS, the Recipient has requested certain certifications from the Company concerning the matters set forth herein as a condition to the Agreement; and

WHEREAS, a meeting of the Board of Directors of the Company was duly held or written unanimous consent was executed authorizing the transactions contemplated by the Agreement and authorizing the execution, delivery and performance of documents required thereunder.

NOW, THEREFORE

The undersigned, being a duly appointed and acting Director of the Company, certifies, represents and warrants to the Recipient as follows:

1. ORGANIZATION AND GOOD STANDING

The Company is duly organized, validly existing and in good standing under the laws of the State of Incorporation set forth above. The Company has full corporate power and authority to own its properties and to carry on its business as now being conducted. The Certificate of Incorporation and the Bylaws of the Company are in full force and effect and have not been amended except as set forth in the attached certified copies of corporate records delivered to the Recipient.

2. AUTHORITY AND ENFORCEABILITY

The execution, delivery and performance by the Company of the Agreement and the documents referred to therein (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by principles of equity.

3. BOARD RESOLUTIONS

The actions of the Board of Directors authorizing the execution, delivery and performance of the Transaction Documents are evidenced by corporate resolutions dated the day of , . The resolutions remain in full force and effect as of the date hereof and have not been modified, rescinded or superseded.

4. INCUMBENCY AND SIGNATORIES

The following individuals are the duly elected or appointed and acting directors and officers of the Company as of the date hereof, and each occupies the office set forth opposite his or her name and is authorized to execute Transaction Documents on behalf of the Company:

The persons listed above are the only persons authorized to sign the Transaction Documents on behalf of the Company and all signatures delivered by such persons are genuine.

5. CAPITALIZATION

The authorized capital stock, issued and outstanding shares and any outstanding options, warrants, convertible securities or other rights to purchase or acquire capital stock of the Company are as follows and are not subject to any restriction except as stated below.

6. LITIGATION; DEFAULTS

To the best of the undersigned's knowledge, there are no actions, suits, arbitrations or governmental proceedings pending or, to the undersigned's knowledge, threatened against the Company which would reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations under the Transaction Documents. The Company is not in default under any material agreement, judgment, decree or order, and no event has occurred which, with notice or lapse of time or both, would constitute such a default.

7. DELIVERY AND COPIES

The undersigned certifies that true, complete and correct copies of the Certificate of Incorporation, Bylaws and the minutes or consents of the Board of Directors evidencing the resolutions referred to herein have been or will be delivered to the Recipient and are, to the best of the undersigned's knowledge, accurate and in full force.

8. REPRESENTATIONS CONTINUING

The representations and warranties contained in this Certificate are made as of the date hereof and shall be continuing representations and warranties as of the date of each Transaction Document executed by the Company. The undersigned agrees to notify the Recipient promptly in writing of any change known to the undersigned that would cause any representation herein to be untrue or incomplete in any material respect.

9. MISCELLANEOUS

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

Entire Agreement: This Certificate constitutes the entire understanding between the Company and the Recipient with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter hereof.

Severability: If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Notices: All notices, consents and other communications required or permitted under this Certificate shall be in writing and delivered in accordance with the notice provisions set forth in the Agreement.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom enforcement is sought.

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.

CERTIFICATION

The undersigned certifies under penalty of perjury that the foregoing statements are true and correct and that the undersigned is authorized to deliver this Certificate on behalf of the Company.

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