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Wed May 31 2006

I, Dennis B. Lisbon, Corporate Counsel of AmeriDream, Incorporated (“AmeriDream”), do hereby certify, as of the date written above, the following:

  1. AmeriDream is a 501(c)(3) entity in good standing under the Internal Revenue Code and has continuously maintained this status from the date of issuance.
  2. AmeriDream’s 501(c)(3) status has not been revoked by the Internal Revenue Service (“IRS”).
  3. It is possible that the IRS might utilize Revenue Ruling 2006-27 (the “Ruling”) to challenge the tax-exempt status of AmeriDream and other nonprofit down payment assistance organizations that accept seller participation, however, no revocation has occurred against AmeriDream. The IRS may also, pursuant to the Ruling, require AmeriDream to alter some methods of operation to comply.  In the event the IRS revokes AmeriDream’s tax-exempt status, AmeriDream will promptly disclose such revocation publicly.
  4. The statements made in this Certification are true and correct to the best of my knowledge, information, and belief as of the date hereof.

IN WITNESS WHEREOF, I have hereunder set my hand as of the day and year first above written.


Dennis B. Lisbon
       Corporate Counsel