CERTIFICATION STATEMENT

We do not have conflicts-of-interest in any transaction in which we are retained to issue fairness, solvency or valuation opinions.  SP&H is a specialist business valuation firm; our only endeavor is producing qualified opinions of value.

At SP&H, we ensure that we do not have a contemplated interest in the outcome of any transaction in which our firm issues an opinion.  Our fees are not contingent on the close of the transaction and we have no further financial or other interests with the parties.   Further, we can safely certify that we have no interest in trying to sell any other products to any of the parties to a transaction.

Our opinions are based on the facts and circumstances of the transaction.  We are not influenced by peripheral or ancillary non-deal considerations such as contingency fees and pre-deal or post-deal services to any of the parties to the transaction, company executives or board members.