The COMPANY is a corporation duly organized, validly ex-isting and in good standing under the laws of the State of Nevada.  The COMPANY has all requisite cor-porate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary un-der applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of the COMPANY.  The copies of the Articles of In-corporation and Bylaws of the COMPANY, as amended to date, which have been delivered to SELLERS and GSSI, are true and complete copies of these documents as now in effect.