Common use of Certain Risks Clause in Contracts

Certain Risks. Subscriber is fully aware that (i) the Common Stock represents equity securities in a corporate entity that has an accumulated deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board and while such Subscriber is a beneficiary of certain registration rights and other rights as provided in Section 5 and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) can be no assurances that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Debentures and the Conversion Shares involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debentures and the underlying securities; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Debentures and Conversion Shares is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures represent non-voting securities, which have the right to convert into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board NASDAQ National Small Cap Market and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights provided herein, (a) the Debentures and other rights as provided in Section 5 and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have Conversion Shares are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) the Debentures are not quoted, traded or listed for trading or quotation on the NASDAQ National Small Cap Market, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Debentures, nor can there be no assurances any assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB NASDAQ National Small Cap Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Debentures and the Conversion Shares involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debenture; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Debenture is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures represent non-voting securities, which have the right to convert into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board Nasdaq National Market and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights and other rights as provided in Section 5 and Section 6 hereofherein, the Common Stock subscribed for Debenture and purchased under this Agreement the Conversion Shares: (xa) have are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) are not quoted, traded or listed for trading or quotation on the Nasdaq National Market, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Debenture, nor can there be no assurances any assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB Nasdaq National Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber Purchaser recognizes that the purchase of the Note and Warrant, and if issued, the Conversion Shares and Warrant Shares, involves a high degree of risk in that: (a) an investment in the Company is fully aware that highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Note, Warrant, Conversion Shares and Warrant Shares; (ib) Purchaser may not be able to liquidate this investment; (c) transferability of the Common Stock represents equity securities Note, Warrant, Conversion Shares and Warrant Shares is extremely limited; (d) Purchaser could sustain the loss of the entire investment in a corporate entity that has an accumulated deficit; the Note, Warrant, Conversion Shares and Warrant Shares; (iie) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiif) while the Common Stock is presently quoted and traded on the Over-the-Counter OTC Bulletin Board and while such Subscriber Purchaser is a the beneficiary of certain registration rights provided herein: (i) the Note, Warrant, Conversion Shares and other rights as provided in Section 5 and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have Warrant Shares are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (i) the Note and Warrant are not quoted, traded or listed for trading or admitted for quotation on any organized market or quotation system, and there is therefore no present public or other market for such Note or Warrant, and (yii) there can be no assurances assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or authorized for quotation on the OTCBB OTC Bulletin Board or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Debentures, Warrants and the Conversion Shares and shares underlying the Warrants involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debentures, Warrants and the respective underlying securities; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Debentures, Warrants and Conversion Shares and shares underlying the Warrants is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures represent non-voting securities, which have the right to convert into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board NASDAQ National Small Cap Market and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights and other rights as provided in Section 5 and Section 6 hereofherein, the Common Stock subscribed for Debentures, Warrants and purchased under this Agreement the Conversion Shares and the shares underlying the Warrants: (xa) have are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) are not quoted, traded or listed for trading or quotation on the NASDAQ National Small Cap Market, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Debentures or Warrants, nor can there be no assurances any assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB NASDAQ National Small Cap Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Debentures, the Warrants and the Conversion Shares involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debentures, the Warrants and the underlying securities; (ii) the Purchaser may not be able to liquidate its investment; (iii) transferability of the Debentures, the Warrants and Conversion Shares is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures and Warrants represent non-voting securities, which have the right to convert or exercise into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board NASDAQ National Market and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights and other rights as provided in Section 5 and Section 6 hereofherein, (a) the Debentures, the Common Stock subscribed for Warrants and purchased under this Agreement (x) have the Conversion Shares are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) neither the Debentures nor the Warrants are quoted, traded or listed for trading or quotation on the NASDAQ National Market, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Debentures and none is likely to develop, nor can there be no assurances any assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB NASDAQ National Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber Purchaser recognizes that the purchase of the Note and Warrant, and if issued, the Warrant Shares, involves a high degree of risk in that: (a) an investment in the Company is fully aware that highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Note, Warrant, and Warrant Shares; (ib) Purchaser may not be able to liquidate this investment; (c) transferability of the Common Stock represents equity securities Note, Warrant, and Warrant Shares is extremely limited; (d) Purchaser could sustain the loss of the entire investment in a corporate entity that has an accumulated deficit; the Note, Warrant and Warrant Shares; (iie) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; and (iiif) while the Common Stock is presently quoted and traded on the Over-the-Counter OTC Bulletin Board and while such Subscriber Purchaser is a the beneficiary of certain registration rights provided herein: (i) the issuance of the Note, Warrant, and other rights as provided in Section 5 and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have Warrant Shares are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless such transaction is registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (i) the Note and Warrant are not quoted, traded or listed for trading or admitted for quotation on any organized market or quotation system, and there is therefore no present public or other market for such Note or Warrant, and (yiii) there can be no assurances assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or authorized for quotation on the OTCBB OTC Bulletin Board or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Debentures, Warrants and the Conversion Shares and shares underlying the Warrants involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debentures, Warrants and the respective underlying securities; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Debentures, Warrants and Conversion Shares and shares underlying the Warrants is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures represent non-voting securities, which have the right to convert into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board Amex and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights provided herein: (a) the Debentures, Warrants and other rights as provided in Section 5 the Conversion Shares and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have shares underlying the Warrants are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) the Debentures and Warrants are not quoted, traded or listed for trading or quotation on the Amex, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Debentures or Warrants, nor can there be no assurances any assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB Amex or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the ------------- Preferred Stock, Warrants and the Conversion Shares and shares underlying the Warrants involves a high degree of risk in that: (i) an investment in the Common Stock represents equity securities Company is highly speculative and only investors who afford the loss of their entire investment should consider investing in a corporate entity that has an accumulated deficit; the Company and the Preferred Stock, Warrants and the respective underlying securities; (ii) the Purchaser may not be able to liquidate its investment; (iii) transferability of the Preferred Stock, Warrants and Conversion Shares and shares underlying the Warrants is extremely limited; (iv) in the event of any disposition, Purchaser could sustain substantial losses on its investment; (v) the holders of the Preferred Stock are not entitled to a controlling vote in the business and affairs of the Company; (vi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock stock is presently quoted and traded on the Over-the-Counter NASD, Electronic Bulletin Board Market, and while such Subscriber is a beneficiary of this Agreement provides for certain registration rights and other rights as provided in Section 5 and Section 6 hereofrights, the Common Stock subscribed for Preferred Stock, Warrants and purchased under this Agreement the Conversion Shares and the shares underlying the Warrants: (xa) have are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) are not quoted, traded or listed for trading or quotation on any organized market or quotation system, and (y) there is therefore no present public or other market for such Preferred Stock or Warrants, nor can be no assurances there by any assurance that the Company’s Common Stock will continue continued to be quoted, traded or listed for trading or quotation on the OTCBB NASD, Electronic Bulletin Board Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber Such Purchaser recognizes that the purchase of the Note and Warrant, and if issued, the Conversion Shares and Warrant Shares, involves a high degree of risk in that: (a) an investment in the Company is fully aware that highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Note, Warrant, Conversion Shares and Warrant Shares; (ib) such Purchaser may not be able to liquidate this investment; (c) transferability of the Common Stock represents equity securities Note, Warrant, Conversion Shares and Warrant Shares is extremely limited; (d) such Purchaser could sustain the loss of his or her entire investment in a corporate entity that has an accumulated deficit; the Note, Warrant Conversion Shares and Warrant Shares; (iie) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; and (iiif) while the Common Stock is presently quoted and traded on the Over-the-Counter OTC Bulletin Board and while such Subscriber Purchaser is a the beneficiary of certain registration rights provided herein: (i) the issuance of the Note, Warrant, and other rights as provided in Section 5 and Section 6 hereof, the Common Stock subscribed for and purchased under this Agreement (x) have Warrant Shares are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless such transaction is registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (i) the Note and Warrant are not quoted, traded or listed for trading or admitted for quotation on any organized market or quotation system, and there is therefore no present public or other market for such Note or Warrant, and (yiii) there can be no assurances assurance that the Company’s Common Stock will continue to be quoted, traded or listed for trading or authorized for quotation on the OTCBB OTC Bulletin Board or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware that That (i) the Common Series D Preferred Stock represents ------------- equity securities in a private corporate entity that has an accumulated deficit; , (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) while neither the shares of Series D Preferred Stock subscribed for under this Agreement, nor the shares of the Company's common stock, par value $.001 per share (the "Common Stock") and Class A common stock, par value $.001 per share (the "Class A Common Stock") into which the Series D Preferred Stock is convertible (the Common Stock and Class A Common Stock into which the Series D Preferred Stock is presently quoted and traded on the Over-the-Counter Bulletin Board and while such Subscriber is a beneficiary of certain registration rights and other rights as provided in Section 5 and Section 6 hereofconvertible, collectively, the Common Stock subscribed for and purchased under this Agreement "Conversion Shares") (x) have not been are registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and or (y) can be are quoted, traded, listed for trading or quotation on any organized market or quotation system, and there is therefore no assurances present public or other market for such shares of Series D Preferred Stock or Conversion Shares, and there have not been any representations made by the Company to the Investor that the Company’s Common Series D Preferred Stock or the Conversion Shares ever will continue to be quoted, traded or listed for trading or quotation on the OTCBB or on any other organized market or quotation systemsystem or that there ever will be a public market for the Series D Preferred Stock or the Common Stock or the Class A Common Stock; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Series D Preferred Stock is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Subscriber is fully aware The Purchaser recognizes that the purchase of the Shares involves a high degree of risk in that: (i) an investment in the Common Stock represents Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Shares represent non-voting equity securities, and the right to convert into and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; entity; (iivi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iiivii) while the Common Stock is presently quoted and traded on the Over-the-Counter Bulletin Board Nasdaq Small Cap Market and while such Subscriber is a beneficiary the Purchasers are beneficiaries of certain registration rights and other rights as provided in Section 5 and Section 6 hereofherein, the Common Stock Shares subscribed for and that may be purchased under this Agreement and the Common Stock issuable upon conversion of the Shares: (xa) have are not been registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below; and (b) are not quoted, traded or listed for trading or quotation on the Nasdaq Small Cap Market, or any other organized market or quotation system, and (y) there is therefore no present public or other market for such Shares or the common stock, nor can there be no assurances any assurance that the Company’s Common Stock common stock will continue to be quoted, traded or listed for trading or quotation on the OTCBB Nasdaq Small Cap Market or on any other organized market or quotation system; and (iv) while the Subscriber is the beneficiary of certain registration rights and may be the beneficiary of certain other rights as more further described in Section 5 and Section 6 below, respectively, there is no guarantee that the Company will be able to effect a registration as contemplated by Section 6 below, and moreover, the sale of the Common Stock hereunder, and the exercise of such registration rights and possible other rights pursuant to Section 5 and Section 6 below, respectively, is contingent upon, among other things, the Company obtaining the Consent from all of the Subscribers to this Offering authorizing the Company to effect an amendment of the Company’s Articles of Incorporation to increase the Company’s authorized capital so as to enable the Company to have a sufficient number of shares of equity securities available to effect the Rights Offering; and (v) that the purchase of the Common Stock is a speculative investment, involving a degree of risk, and is suitable only for person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.