(i)  Based on their  evaluation  of the  Registrant's  Disclosure  Controls  and
Procedures  as of a date  within 90 days of the Filing  Date,  the  Registrant's
President and  Treasurer/CFO  have determined  that the Disclosure  Controls and
Procedures  (as defined in Rule  30a-2(c)  under the Act) are designed to ensure
that  information  required  to be  disclosed  by the  Registrant  is  recorded,
processed,  summarized  and  reported by the filing Date,  and that  information
required  to be  disclosed  in the report is  communicated  to the  Registrant's
management,  as  appropriate,  to  allow  timely  decisions  regarding  required
disclosure.

(ii) There were no significant changes in the Registrant's  internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their evaluation,  and there were no corrective  actions with regard
to significant deficiencies and material weaknesses.

(iii)   Certification  of  principal   executive   officer  (see  attached)  and
Certification of principal financial officer (see attached).


[INSERT CERTIFICATE HERE]