Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

Shell Company Status. [[Organization B:Organization]] is not and has not, for a period of at least two years, been an issuer identified in Rule 144(i)(1) of the Securities Act. [[Organization B:Organization]] is, and has been for a period of at least 90 days, subject to the reporting requirements of [Section 13] or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either # write a 144- 3(a)(9) opinion to allow for salability of the Returnable Shares and/or Conversion Shares or # accept such opinion from Holder’s counsel.

No “Shell”. As of the date of this Agreement, either # the Company is not or has never been a “shell issuer” as defined in Rule 144 or # at least 12 months have passed since the Company filed Form 10 Type information indicating it is not a “shell issuer”.

Status as Business Development Company. The Borrower is a company that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

Status ………………………………. “adequately capitalized”

Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

Status. Warnke's status vis-a-vis the Company under this Agreement is that of an independent contractor and he is neither an employee nor agent of the Company.

Status. The status of each party under this Letter Agreement shall be that of an independent contractor. Nothing in this Letter Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between or among the parties or, except as expressly provided in this Letter Agreement, to grant any party the authority to bind or contract any obligation in the name of or on the account of any other party or to make any statements, representations, warranties or commitments on behalf of any other party.

Shell Corporation. Buyer is a shell corporation as defined in as defined in Rule 12b-2 of the Exchange Act. Buyer is an inactive corporation with no business operations.