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 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.