INTEREST
OF NAMED EXPERTS AND COUNSEL
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had,
or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the registrant or any of its parents or subsidiaries. Nor
was
any such person connected with the registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer or employee.
EXPERTS
Our
audited financial statements for the years ended December 31, 2005 and 2004,
included in this prospectus, and the registration statement of which this
prospectus is a part, have been included herein in reliance on the report of
UHY
Mann Frankfort Stein & Lipp, CPA’s, LLP, an independent registered public
accounting firm, given on the authority of such firm as an expert in accounting
and auditing.
INDEMNIFICATION
As
permitted by Delaware law, the Company’s certificate of incorporation limits the
personal liability of directors to the fullest extent permitted by the
provisions of the Delaware General Corporation Law. Complete disclosure of
relevant sections of our certificate of incorporation and by-laws is provided
in
Part II of the registration statement of which this prospectus forms a part.
This information can also be examined as described in "Further
Information."
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