A. Interim Section 302 Certification

As part of the SEC's new rules relating to internal controls, important changes were made to the Sections 302 and 906 certification requirements. The new rules will significantly affect the preparation of any upcoming Quarterly Report on Form 10-Q.

Specifically, all companies filing a 10-Q that is due on or after August 14, 2003, must file the new Section 302 certification in the form amended by the SEC's final rules. It is important to note that if a 10-Q is not due until on or after August 14, 2003, the new Section 302 certification must be used even if the report is filed before August 14.

The amendments modify the form of the 302 certification to permit registrants to omit certain statements in paragraph 4 of the certification relating to internal controls. Registrants can and should omit the language in the introduction to paragraph 4 of the certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company. In addition, all of paragraph 4(b) of the certification, which discusses the certifying officers' responsibility for designing, or supervising the design of, the company's internal controls over financial reporting, can and should be omitted.

The interim Section 302 certification is attached hereto as Exhibit A.

However, the statement contained in paragraph 4(d) (now 4(c)) with respect to changes that occurred during the applicable quarter and that have materially affected or are reasonably likely to materially affect internal control over financial reporting may not be omitted. Therefore, management may have to report as part of the certification obligation in upcoming quarterly reports on material changes to its internal controls at the same time as the company implements changes to its internal controls in preparation for the annual internal control report and attestation requirement under Section 404.

B. Management Assessment of Internal Controls

The new rules also require that each registrant include in its annual report a report of management on the registrant's internal control over financial reporting. In addition, the registrant's auditor will have to attest to management's assessment of its internal controls, with a copy of the attestation filed with the report.

C. Timing and Complete 302 Certification

The new assessment of internal controls will be required beginning with a registrant's first annual report for a period ending after April 15, 2005. For Accelerated Filers, the new assessment will be required beginning with a registrant's first annual report for a period ending after June 15, 2004. Generally, an "Accelerated Filer" is a registrant with a public float in excess of $75 Million (exclusive of insiders' holdings), as measured as of the end of the registrant's second quarter.

Beginning with the first annual report (and continuing in all future annual and quarterly reports) in which a registrant is required to include an assessment of its internal controls, omissions regarding internal controls will no longer be permitted in the Section 302 certification.

The Section 302 certification to be filed beginning with that annual report is attached hereto as Exhibit B.

D. Location

Beginning July 28th, companies must submit both the Sections 302 and 906 certifications as exhibits 31 and 32, respectively, to all 10-Ks and 10-Qs due on or after August 14, 2003 (as opposed to the current practice of filing the 302 certifications after the "Signatures" section and filing the 906 certification as Exhibit 99).

In addition, while the language of the Section 906 certification was not discussed by the SEC, the SEC did note that a registrant may furnish one 906 certification signed by both the CEO and CFO (in contrast to the 302 certification which requires that two separate certifications be filed, one signed by the CEO and the other signed by the CFO).

The foregoing is meant to be a summary only. If you wish to discuss specific situations, please contact Ted Tashlik or Martin Goldwyn.

I, _______________ [name of CEO or CFO], certify that:

1. I have reviewed this ____________ [annual/quarterly] report on Form ____ of ____________ [name of Company];

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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