On August 29, 2002, the SEC issued rules under the Securities Exchange Act of 1934 (the "Exchange Act") clarifying the new certification requirements imposed by Section 302 of the Sarbanes-Oxley Act of 2002. A copy of the SEC's form certification is attached to this memorandum as Exhibit A.

This memo will explain the new certification requirements along with the form of certification prescribed by the new rules. This memo will also introduce the new disclosure controls and procedures mandated by the SEC.

As will be discussed in more detail below, the new rules mandate:

• CEO/CFO certifications as to the contents of each annual and quarterly report, as to "disclosure controls and procedures" (a new concept related to disclosure) and as to "internal controls" (an existing concept relating to financial reporting, certain elements of which are viewed by the SEC as a subset of "disclosure controls and procedures");
• Establishment and maintenance of "disclosure controls and procedures";
• Evaluation prior to the filing of each annual or quarterly report of such "disclosure controls and procedures"; and
• Disclosure in each annual and quarterly report concerning the effectiveness of such procedures, based on the mandated evaluation, and any changes in "internal controls."

I. Overview

Certification of reports will be required for filings of annual reports and quarterly reports, and amendments to any of the foregoing. Certification is not required for current reports on Form 8-K or 6-K (though the new rules require that disclosure controls and procedures be designed, maintained and evaluated to ensure full and timely disclosure in such reports).

II.Effective Dates

The certification requirements as to the contents of annual and quarterly reports are effective for filings of annual and quarterly reports made after August 29, 2002.

The requirement to maintain disclosure controls and procedures is effective as of August 29, 2002 (i.e., to be included in reports covering the period which includes August 29). The requirement to disclose changes in internal controls is also effective as of August 29, 2002.

The certification requirements as to the disclosure controls and procedures, and the requirement to evaluate disclosure controls and procedures, are effective for reports filed for periods ending after August 29, 2002. The requirement to disclose conclusions regarding the effectiveness of disclosure controls and procedures is effective for reports filed for periods ending after August 29, 2002.

Therefore, for reports that are filed after August 29, 2002 but which cover the period ending prior to August 29, 2002, only the first portion of the certification attached as Exhibit A will be required.

III. The Certification

Under new Exchange Act Rules 13a-14 and 15d-14 an issuer's principal executive officer (or officers) and the principal financial officer (or officers), or persons performing similar functions, are each required to certify that:

As to the contents of covered reports:

• he or she has reviewed the covered report;
• based on his or her knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 the report; based on his or her knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the report;

As to procedures, he or she and the other certifying officers:

• are responsible for establishing and maintaining "disclosure controls and procedures";
• have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which the periodic report is being prepared;
• have evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report; and
• have presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation as of that date;
• have disclosed to the issuer's auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
• all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and
• any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
• have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The statement concerning the material accuracy and completeness of the periodic report that is covered by the statement mirrors the existing statutory disclosure standards for "material" accuracy and completeness of information contained in reports.

The certification states that the overall financial disclosure fairly presents, in all material respects, the issuer's financial condition, results of operations and cash flows. This certification statement addresses the presentation of an issuer's financial disclosure, which includes financial statements (including footnote disclosure), selected financial data, management's discussion and analysis of financial condition and results of operations, and other financial information in a report.

This statement is not limited to a representation that the financial statements and other financial information have been presented in accordance with "generally accepted accounting principles" and is not otherwise limited by a reference to GAAP. The statement is intended to provide assurances that the financial information disclosed in a report, viewed in its entirety, meets a standard of overall material accuracy and completeness that is broader than financial reporting requirements under GAAP. In the SEC's view, a "fair presentation" encompasses:

• selection of appropriate accounting policies;
• proper application of appropriate accounting policies;
• disclosure of financial information that is informative and reasonably reflects the underlying transactions and event; and
• the inclusion of any additional disclosures necessary to provide investors with a materially accurate and complete picture of financial condition, results of operations and cash flows.

The certification statements as to disclosure are to be made based on the knowledge of the certifying officer. The SEC stated that the certifications are not intended to change the current obligations of corporate officers in connection with the discharge of their duties. The foregoing certifications are made in the context of the requirements of the form of report in which they are included, which means that the certification requirements are limited to information required by the applicable form, and the SEC's existing rules and interpretations in respect of such applicable form.

The SEC has adopted a new concept aimed at assuring adequate disclosure. The disclosure controls and procedures are intended to address the quality and timeliness of disclosure. The new concept is to differentiate the disclosure controls from the existing concept of "internal controls," which pertains only to financial reporting and control of assets. Because the statements involving "disclosure controls and procedures" and internal controls require the certifying officers to take certain specified actions, such as evaluating the effectiveness of the disclosure controls and procedures, prior to the date of the report to which the certification relates, these statements will be required as part of the certification only with respect to any reports that cover periods ending on or after August 29, 2002.

The SEC has taken the view that an issuer's principal executive and financial officers are already responsible as signatories for the issuer's disclosures under the Exchange Act liability provisions and may be liable for material misstatements or omissions under general anti-fraud standards and under the SEC's authority to seek redress against those who cause or aid or abet securities law violations. An officer providing a false certification would in their view be subject potentially to SEC action for violating Section 13(a) or 15(d) of the Exchange Act and to both SEC and private actions for violating Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5. Certifications of reports that are incorporated by reference into Securities Act registration statements could be subject to liability under the anti-fraud provisions of the Securities Act.

III. Disclosure Controls and Procedures

While the certification requirements cover, among other things, certification of disclosure controls and procedures, separate provisions require each issuer filing reports under Section 13(a) or Section 15(d) of the Exchange Act to maintain the disclosure controls and procedures.

New Exchange Act Rules 13a-15 and 15d-15 also require each reporting company, under the supervision of the principal executive and financial officers, to conduct an evaluation of the effectiveness of the design and operation of the issuer's disclosure controls and procedures within 90 days prior to the filing date of any quarterly or annual report filed under the Exchange Act. While the new rules do not provide detailed procedures for such an evaluation, the evaluation must, at a minimum, address the matters specified by the rules. This evaluation could be carried out in a manner that would form the basis for the certification statements required in an issuer's quarterly and annual reports.

Annual report and quarterly report forms covering periods after August 29, 2002 will require reporting companies to disclose:

• the conclusions of the principal executive and financial officers about the effectiveness of the disclosure controls and procedures based on their evaluation of these controls and procedures (referred to above); and
• whether or not there were any significant changes in internal controls or on other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure controls and procedures are defined as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports (including current reports on Form 8-K and 6-K and proxy materials) filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in its Exchange Act reports is accumulated and communicated to the issuer's management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

The procedures are to ensure timely collection and evaluation of information potentially subject to disclosure and should capture information that is relevant to an assessment of the need to disclose developments and risks that pertain to the issuer's business.

The SEC has not mandated any particular procedures for conducting the required review and evaluation. Instead, each issuer is expected to develop a process that is consistent with its business and internal management and supervisory practices. However, the SEC has recommended that issuers create a committee with responsibility for considering the materiality of information and determining disclosure obligations on a timely basis which would report to senior management, including the principal executive and financial officers, who bear express responsibility for designing, establishing, maintaining, reviewing and evaluating the issuer's disclosure controls and procedures. The committee could consist of the principal accounting officer (or controller), the general counsel or other senior legal officer responsible for disclosure matters, the principal risk management officer, the chief investor relations officer and such other employees in the business units as are appropriate.

The SEC stated that a company that fails to maintain the mandated procedures, review them and otherwise comply with the new requirements could subject it to SEC enforcement action for violation of Section 13(a) of the Exchange Act, which is often a principal basis of liability in restatement actions. This could occur even where the failure did not lead to misleading or inaccurate disclosure.

The new certification must be in the exact language set forth in Exhibit A and may not be changed in any respect. The new certifications are to follow immediately after the signature sections of the reports. Certifying officers may not use an attorney-in-fact to sign on their behalf.

IV. Section 906 Certification

Section 906 requires that each "periodic report" filed by a public company with the SEC that contains financial statements be accompanied by a "written statement" of the principal executive and financial officers. The reference to periodic report certainly includes 10-Q and 10-K filings, but may also include 8-K and other filings as well. Section 906 states that a registrant's CEO and CFO (or equivalents) must certify that:

• The periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (which state, among other things, that companies must file such quarterly and annual reports as the SEC shall prescribe); and
• The information contained in the report "fairly presents, in all material respects, the financial condition and results of operations of the issuer."

Section 906 also does not limit the certification to the signer's "knowledge," in contrast to the certification required by Section 302 (see below). Section 906, however, would impose criminal penalties only if the officer certifies the required statement "knowing" that the periodic report does not comport with the requirements of Section 906.

The Section 906 certification is to be included as an exhibit to the filing.

Any person who has a question about this memorandum or its application to specific circumstances may obtain additional guidance by contacting this firm.

Exhibit A

I, [identify the certifying individual], certify that:

1. I have reviewed this [quarterly/annual] report on Form [10-K/10-KSB/10-Q/10-QSB/20-F/40-F] of [identify registrant];

2. Based on my knowledge, this [quarterly/annual] 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this [quarterly/ annual] 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 annual 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-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures 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 annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this [quarterly/annual] report (the "Evaluation Date"); and

c) presented in this [quarterly/annual] report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this [quarterly/annual] report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: _______________________

Signature____________________