Certificate of Seller

To: _________________ (Buyer)

Reference: ______________________ (Agreement)

In consideration of the closing of the above transaction, the Seller hereby certifies that:

1. It is not and will not be a non-resident alien of the United States of America within the meaning of Internal Revenue Code of 1986, as amended.

2. It is the absolute owner of the Business and all chattels, fixtures and other equipment and assets set out in the Purchase Agreement (“Purchase Agreement”) between the Seller and the Buyer.

3. All the chattels, fixtures, equipment and assets set out in the Purchase Agreement are free and clear of all liens, mortgages or other encumbrances and are in good working order, other than those expressly listed in the Purchase Agreement.

4. The Business is free and clear of all debts, liens and other encumbrances, other than those expressly listed in the Purchase Agreement.

5. The premises of the Business comply with all municipal, provincial and federal regulations as to fire, health, building, zoning and labor regulations relating to the use of the premises, other than those expressly listed in the Purchase Agreement.

6. To the best of the Seller’s knowledge, there are no outstanding work orders against the premises of the Business with any relevant Building, Fire, Health and Labor Departments and the Business has not been served with any such notices or work orders as of the date hereof, other than those expressly listed in the Purchase Agreement.

7. There are no liabilities outstanding against the Business for payment of salaries, employee’s deductions or workers’ compensation, other than those expressly listed in the Purchase Agreement.

8. All utilities have been paid by the Business to the date of closing, other than those expressly listed in the Purchase Agreement.

____________________________ __________________
Seller’s Authorized Representative Date

____________________________
Witness