16. We express no opinion for matters that require legal or other specialized expertise, investigation, or knowledge beyond that customarily employed by financial economists.

17. We express no opinion as to: (1) the tax consequences of any transaction that may result, (2) the effect of the tax consequences of any net value received or to be received as a result of a transaction, and (3) the possible impact on the market value resulting from any need to effect a transaction to pay taxes.

18. No investigation of title to the asset has been made. Ownership claims to the asset are assumed to be valid. No consideration has given to liens or encumbrances that may exist against the intellectual property except as mentioned in the report.

Because the transfer of IP assets involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual transaction, we express no opinion as to whether the IP assets would be transferred or licensed for the amount which we arrived at in our conclusion.

We have not independently verified the accuracy and completeness of the information supplied to us with respect to the IP asset being valued.

This valuation report is furnished solely for your benefit and may not be relied upon by any other person without our prior written consent. This valuation report is delivered to you subject to the conditions, scope of the engagement, limitations and understandings set forth in this valuation report. It is further understood that in no event, regardless of the legal theory advanced, shall CHAPIN Associates Ltd. be responsible to you or your affiliates other than for its gross negligence, bad faith, willful misfeasance or reckless disregard of its obligations or duties.

We certify that, to the best of our knowledge and belief:

1. The statements of fact contained in this report are true and correct. However, we have relied, without independent verification, on the accuracy, completeness, and fairness of all financial and other data that were publicly available for furnished to us by the management of the subject business and their accountants, legal counsel or other advisors.

2. The reported analyses and value conclusions are limited only by the reported assumptions and limiting conditions, and is our unbiased professional opinions.

3. We have no present or prospective interest in the property that is the subject of this report; we have neither personal interest nor bias with respect to the parties involved.

4. Our compensation is not contingent on an action or event resulting from the analyses, nor the use of this report.