Common use of Investment and Related Representations Clause in Contracts

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands that the CLUSONE Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder Shareholder -------------------------------------- is aware that neither the CLUSONE Company Shares nor the offer or sale thereof to the Selling Stockholder Shareholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder Shareholder understands that the CLUSONE Company Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Shareholder agrees that the Selling Stockholder Shareholder will not sell all or any portion of CLUSONE the Company Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Shareholder understands that each certificate for CLUSONE the Company Shares issued to the Selling Stockholder Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing the restrictions described in this Section 2.3 3.3 and that CLUSONE the Company shall refuse to transfer the CLUSONE Company Shares except in accordance with such restrictions. Each certificate for the Company Shares issued to the Selling Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with an appropriate legend substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR THE "1933 ACT")SECURITIES LAWS OF ANY STATE. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE 1933 REGISTRATION REQUIREMENTS OF SUCH ACT WITH RESPECT TO AND SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the LAWS."SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. (a) Shares as “Restricted” Securities. The Selling Stockholder is Purchasers are aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder has Purchasers have been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder understands Purchasers acknowledge that the CLUSONE Shares will be characterized as "are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter, or dealer. The Purchasers understand that the Shares are “restricted" ” securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees Purchasers represent that they are familiar in general with Rule 144 under the Selling Stockholder Securities Act (which provides generally for a one year holding period and limitations on the amount of “restricted” securities that can be sold in compliance with the rule upon completion of the holding period), and understand the resale limitations imposed thereby and by the Securities Act. The Purchasers understand that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for the Company) shall be stamped or otherwise imprinted with legends substantially in the following form (in addition to any legend that may now or hereafter be required by applicable state law): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.” The Purchasers agree that they will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands Purchasers understand that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Company shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestPurchasers set forth in this Section 5.1.

Investment and Related Representations. The Selling Stockholder is Stockholders are aware that neither the CLUSONE KAIR Shares nor the offer or sale thereof to the Selling Stockholder has Stockholders have been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder Stockholders understands that the CLUSONE KAIR Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Stockholders agrees that the Selling Stockholder they will not sell all or any portion of CLUSONE the KAIR Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder address of the Stockholders is c/x Xxxxx & Associates, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The Stockholders understands that each certificate for CLUSONE KAIR Shares issued to the Selling Stockholder them or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 3.3 and that CLUSONE KAIR shall refuse to transfer the CLUSONE KAIR Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges Stockholders acknowledge having received and reviewed CLUSONEKAIR's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 12/31/04 (the "2004 Annual Report") and the subsequently KAIR's Quarterly Reports on Form 10-QSB for the periods ended March 31, September 30 and December 31, 2004 (collectivelytogether, the "SEC Quarterly Reports"). The Selling Stockholder Stockholders acknowledges and represents that they have reviewed the financial statements contained within the 2004 Annual Report and the Quarterly Reports and are fully aware of the current financial condition of KAIR, including its assets and liabilities, as set forth in the 2004 Annual Report and the Quarterly Reports. Each of the Stockholders warrants and represents that, other than the 2004 Annual Report and the Quarterly Reports, the Stockholders are not relying upon any other information, written and/or oral, with regard to the status of KAIR's financial condition, including but not limited to the status of the assets and liabilities set forth in the 2004 Annual Report and the Quarterly Reports. The Stockholders further acknowledges that CLUSONE KAIR has given to the Selling Stockholder and his KAIR's counsel, accountants and other advisors, agents, consultants and representatives representatives, full access to all of the properties, books, contracts, commitments and records of CLUSONEKAIR, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has they have requested or may request.

Investment and Related Representations. The Selling Stockholder 3.5.1 SHARES AS "RESTRICTED" SECURITIES. Seller is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder Seller has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder Seller further understands that no registration statement has been filed with the Securities and Exchange Commission ("SEC"), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as Seller by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Seller acknowledges that the Shares are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter or dealer. Seller understands that the CLUSONE Shares will be characterized as are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Seller represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Seller understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Buyer) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT." Seller agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Seller understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Buyer shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestSeller set forth in this Section 3.5.

Investment and Related Representations. The Selling Stockholder 5.3.1 Harrier Shares as "Restricted" Securities. NCIF ----------------------------------------- is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder NCIF has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder NCIF further understands that no registration statement has been filed with the CLUSONE Securities and Exchange Commission ("SEC"), nor with any other U.S. or foreign regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as NCIF by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. NCIF acknowledges that the Shares will be characterized as are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving and issuer, underwriter or dealer. NCIF understands that Shares are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder NCIF represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. NCIF understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Glycosyn) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT." NCIF agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder NCIF understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Glycosyn shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestNCIF set forth in this Section 5.3.

Investment and Related Representations. The Selling Stockholder (a) Contractor is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder Contractor has been registered under the Securities Act of 1933, as amended ("“Securities Act"”), or under any state securities law. The Selling Stockholder Contractor further understands that no registration statement has been filed with the Securities and Exchange Commission (“SEC”), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as Contractor by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Contractor acknowledges that the Shares are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving a public offering. Contractor understands that the CLUSONE Shares will be characterized as "are “restricted" ” securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Contractor represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a holding period and limitations on the amount of “restricted” securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Contractor understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Company) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.” Contractor agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Contractor understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Company shall refuse to transfer the CLUSONE Shares except in accordance with the restrictions and agreements of Contractor set forth in this Section 9.3. (b) The Shares are being acquired by Contractor pursuant to this Agreement for investment and not with a view to the public resale or distribution thereof unless pursuant to an effective registration statement or exemption under the Securities Act. (c) Contractor is acquiring the Shares after private negotiation and has not been attracted to the acquisition of the Shares by any press release, advertising or publication. (d) Contractor acknowledges that he is able to protect its interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 securities without producing a material adverse change in Contractor’s financial condition. Contractor otherwise has such knowledge and experience in financial or business matters that Contractor is capable of evaluating the merits and risks of the investment in the Shares. (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder e) Contractor acknowledges having that he has received and reviewed CLUSONE's the following documents: (a) the Company’s Annual Report on Form 10-KSB K for the fiscal year ended December 31, 2000 2007 and (b) the subsequently Company’s Quarterly Reports Report on Form 10-QSB (collectivelyQ for the quarter ended September 30, 2008, both of which provide important information concerning the "SEC Reports")Company. The Selling Stockholder Contractor further acknowledges represents and warrants that CLUSONE he has given to received from the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to Company all of the properties, books, contracts, commitments financial and other information Contractor considers necessary or appropriate in order to decide to accept the Shares in consideration of the Services and Deliverables. Contractor has been given full and complete access to the Company’s books and records in order that Contractor may complete, to his satisfaction, an investigation of CLUSONEthe Company and its business and prospects, and Contractor has furnished or will furnish all such information concerning it (including been given every opportunity to ask questions of, and to receive answers from, the Company regarding its operationsbusiness and prospects, financial condition and business plan) as in order to enable Contractor to evaluate the Selling Stockholder has requested or may requestmerits of investing in the Shares.

Investment and Related Representations. (a) Western Capital Shares as Regulation S or "Restricted" ------------------------------------------------------ Securities. The Selling Stockholder is aware that neither the CLUSONE Western Capital Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder further understands that no registration statement has been filed with the CLUSONE Securities and Exchange Commission ("SEC"), nor with any other U.S. or foreign regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as the Selling Stockholder by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. The Selling Stockholder acknowledges that the Western Capital Shares are being offered alternatively pursuant to Regulation S under the Securities Act and certain exemptions from Section 5 of the Securities Act. The Selling Stockholder acknowledges that, except as otherwise disclosed on the Global Diamond Disclosure Schedule, it is not a "U.S. person" as defined by Rule 902(o) under the Securities Act, a copy of which has been provided to each Selling Stockholder, and that it is not acquiring the Western Capital Shares for the account or benefit of any "U.S. person." The Selling Stockholder understands that to the extent Regulation S does not apply to Western Capital's issuance of Western Capital Shares to the Selling Stockholder, the Western Capital Shares will be characterized as "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder represents that the Selling Stockholder is familiar in general with Rule 144 under the Securities Act (which provides generally for a two year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Western Capital Shares except in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Western Capital Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing the restrictions described in this Section 2.3 2.8(a) and that CLUSONE Western Capital shall refuse to transfer the CLUSONE Western Capital Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder 6.1.1 Shares as "Restricted" Securities. Purchaser is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder has Purchaser have been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder Purchaser further understands that no registration statement has been filed with the Securities and Exchange Commission ("SEC"), nor with any other U.S. or foreign regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as the Purchaser by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Purchaser acknowledges that the Shares are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter or dealer. Purchaser understands that the CLUSONE Shares will be characterized as are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Purchaser represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Purchaser understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for MITR) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT." Purchaser agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Purchaser understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE MITR shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestPurchaser set forth in this Section 6.1.

Investment and Related Representations. The Selling Stockholder is INNO and Stockholders are aware that neither the CLUSONE KAIR Shares nor the offer or sale thereof to the Selling Stockholder INNO has been registered under the Securities Act of 1933, as amended ("Securities Act")amended, or under any state securities law. The Selling Stockholder understands INNO and the Stockholders understand that the CLUSONE KAIR Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. The Selling Stockholder agrees INNO and the Stockholders agree that the Selling Stockholder INNO will not sell all or any portion of CLUSONE the KAIR Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands address of each of the Stockholders is c/x Xxxxx & Associates, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. INNO and the Stockholders understand that each certificate for CLUSONE KAIR Shares issued to the Selling Stockholder INNO or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 5.9 and that CLUSONE KAIR shall refuse to transfer the CLUSONE KAIR Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“1933 ACT"”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges INNO and the Stockholders acknowledge having received and reviewed CLUSONE's KAIR’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 2004, and the subsequently KAIR’s Quarterly Reports on Form 10-QSB for the periods ended March 31, June 30, and September 30 (collectivelytogether, the "SEC Quarterly Reports"). The Selling Stockholder INNO and the Stockholders acknowledge and represent that they have reviewed the financial statements contained within the 2004 Annual Report and the Quarterly Reports and are fully aware of the current financial condition of KAIR, including its assets and liabilities, as set forth in the 2004 Annual Report and the Quarterly Reports. Each of the Stockholders and INNO warrants and represents that, other than the 2004 Annual Report and the Quarterly Reports, INNO and the Stockholders are not relying upon any other information, written or oral, with regard to the status of KAIR’s financial condition, including but not limited to the status of the assets and liabilities set forth in the 2004 Annual Report and the Quarterly Reports. INNO and the Stockholders further acknowledges acknowledge that CLUSONE KAIR has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONEKAIR, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) to the counsel, accountants and other advisors, agents, consultants and representatives for INNO and the Stockholders, as the Selling Stockholder has they have requested or may request.

Investment and Related Representations. The Selling Stockholder Sandwood is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder Sandwood has been registered under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) or under any state securities law. The Selling Stockholder Sandwood understands that the CLUSONE Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Sandwood agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Sandwood understands that each certificate for CLUSONE the Shares issued to the Selling Stockholder Sandwood or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 5.5 and that CLUSONE New Allied shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE EFFECTUATEIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT EFFECTUATE THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder Sandwood acknowledges having received and reviewed CLUSONENew Allied's Registration Statement on Form 10-SB under Section 12(g) of the Exchange Act (the "Registration Statement"), Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 2001 (the "2001 Annual Report") filed with the SEC on April 1, 2002, and the subsequently Quarterly Reports Report on Form 10-QSB for the quarter ended March 31, 2001 (the "Quarterly Report"), filed with the SEC on May 20, 2002. Sandwood acknowledges and represents that it has reviewed the financial statements (collectively, the "Financial Statements") contained within the Registration Statement, the 2001 Annual Report and the Quarterly Report (collectively, the "SEC Reports")) and is fully aware of the current financial condition of New Allied, including its assets and liabilities. The Selling Stockholder Sandwood warrants and represents that, other than the SEC Reports, it is not relying upon any other information, written and/or oral, with regard to the status of New Allied's financial condition, including but not limited to the status of the assets and liabilities set forth in the SEC Reports. Sandwood further acknowledges that CLUSONE New Allied has given to the Selling Stockholder Sandwood and his its counsel, accountants and other advisors, agents, consultants and representatives representatives, full access to all of the properties, books, contracts, commitments and records of CLUSONENew Allied, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder Sandwood has requested or may request.

Investment and Related Representations. 2.3.1 Virtgame Shares as "Restricted" Securities. The Selling ------------------------------------------ Stockholder is aware that neither the CLUSONE Virtgame Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder further understands that no registration statement has been filed with the CLUSONE Securities and Exchange Commission ("SEC"), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as the Stockholder by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. The Stockholder acknowledges that the Virtgame Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder represents that the Stockholder is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be publicly resold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. The Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Virtgame Shares except pursuant to registration under the Securities Act or pursuant to in accordance with an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE the Virtgame Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing the restrictions described in this Section 2.3 2.3.1 and that CLUSONE Virtgame shall refuse to transfer the CLUSONE Virtgame Shares except in accordance with such restrictions, such legend to be substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 SECURITIES ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT , AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT OR PURSUANT TO SUCH SHARESAN EXEMPTION FROM REGISTRATION, OR IN EACH CASE AS CONFIRMED IN AN OPINION OF THE ISSUER"S COUNSEL SATISFACTORY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestCOMPANY AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW.

Investment and Related Representations. The Selling Stockholder 2.10.1 BUYER SHARES AS "RESTRICTED" SECURITIES. Seller is aware that neither the CLUSONE Buyer Shares nor the offer or sale thereof to the Selling Stockholder Seller has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder Seller further understands that no registration statement has been filed with the CLUSONE Securities and Exchange Commission ("SEC"), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as Seller by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Seller acknowledges that the Buyer Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees Seller represents that the Selling Stockholder will not sell all or any portion of CLUSONE Shares except pursuant to registration Seller is familiar in general with Rule 144 under the Securities Act or pursuant to (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be publicly resold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Seller agrees that Seller will not sell any portion of Buyer Shares except in accordance with an available exemption from registration under the Securities Act. The Selling Stockholder Seller understands that each the certificate for CLUSONE the Buyer Shares issued to the Selling Stockholder Seller or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing the restrictions described in this Section 2.3 2.10.1 and that CLUSONE Buyer shall refuse to transfer the CLUSONE Buyer Shares except in accordance with such restrictions, such legend to be substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 SECURITIES ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT , AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT OR PURSUANT TO SUCH SHARESAN EXEMPTION FROM REGISTRATION, OR IN EACH CASE AS CONFIRMED IN AN OPINION OF THE ISSUER"S COUNSEL SATISFACTORY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestCOMPANY AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW.

Investment and Related Representations. (a) Purchaser's Shares as "Restricted" Securities The Selling Stockholder is Sellers are aware that neither the CLUSONE Purchaser's Ordinary or Preferred Shares (collectively referred to herein as ("Purchaser Shares") nor the offer or sale thereof to the Selling Stockholder Sellers has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands Sellers further understand that no registration statement has been filed with the U.S. Securities and Exchange Commission ("SEC"), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as the Sellers by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. The Sellers acknowledge that the CLUSONE Purchaser Shares will be characterized characterised as "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees Sellers represent that the Selling Stockholder Sellers are familiar in general with Rule 144 under the Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be publicly resold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Act. The Sellers agree that they will not sell all or any portion of CLUSONE Purchaser Shares except pursuant to registration under the Securities Act or pursuant to in accordance with an available exemption from registration under the Securities Act. The Selling Stockholder understands Sellers understand that each certificate for CLUSONE the Purchaser Shares issued to the Selling Stockholder Sellers or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing summarising the restrictions described in this Section 2.3 11.23 (a) and that CLUSONE Purchaser shall refuse to transfer the CLUSONE Purchaser Shares except in accordance with such restrictions, such legend to be substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT , AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT OR PURSUANT TO SUCH SHARESAN EXEMPTION FROM REGISTRATION, OR IN EACH CASE AS CONFIRMED IN AN OPINION OF THE ISSUER"S COUNSEL SATISFACTORY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestCOMPANY AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW.

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE Templemore Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands that the CLUSONE Templemore Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Templemore Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Templemore Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Templemore shall refuse to transfer the CLUSONE Templemore Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONETemplemore's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE Templemore has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONETemplemore, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE BROOK Shares nor the offer or sale thereof that will be issued to the Selling Stockholder has under the terms of this Agreement have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands that the CLUSONE Brook Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Brook Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Brook Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Brook shall refuse to transfer the CLUSONE Brook Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE Avondale Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands that the CLUSONE Avondale Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE Avondale Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Avondale Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Avondale shall refuse to transfer the CLUSONE Avondale Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder 5.3.1 HARRIER SHARES AS "RESTRICTED" SECURITIES. NCIF is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder NCIF has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder NCIF further understands that no registration statement has been filed with the CLUSONE Securities and Exchange Commission ("SEC"), nor with any other U.S. or foreign regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as NCIF by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. NCIF acknowledges that the Shares will be characterized as are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving and issuer, underwriter or dealer. NCIF understands that Shares are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder NCIF represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. NCIF understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Glycosyn) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT." NCIF agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder NCIF understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Glycosyn shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestNCIF set forth in this Section 5.3.

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE VTI-Delaware Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder acknowledges that the VTI-Delaware Shares are being offered pursuant to Regulation S under the Securities Act. The Selling Stockholder acknowledges that it is not a "U.S. person" as defined by Rule 902(o) under the Securities Act, and that it is not acquiring the VTI-Delaware Shares for the account or benefit of any "U.S. person." The Selling Stockholder understands that to the CLUSONE extent Regulation S does not apply to VTI-Delaware's issuance of VTI-Delaware Shares to the Selling Stockholder, the VTI-Delaware Shares will be characterized as "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder will not sell all or any portion of CLUSONE VTI-Delaware Shares except in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE VTI-Delaware Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the an appropriate legend set forth below summarizing the restrictions described in this Section 2.3 2.6 and that CLUSONE VTI-Delaware shall refuse to transfer the CLUSONE VTI-Delaware Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder is aware that neither the CLUSONE TecScan Shares nor the offer or sale thereof to the Selling Stockholder has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder understands that the CLUSONE TecScan Shares will be characterized as "restricted" securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees that the Selling Stockholder she will not sell all or any portion of CLUSONE the TecScan Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The address of the Selling Stockholder understands is c/o Smith & Associates, 1900 Avxxxx xx the Stars, Suixx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Xxx Xxxxxxx Xxxxxxxxxxx xxxerstands that each certificate for CLUSONE TecScan Shares issued to the Selling Stockholder her or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 3.3 and that CLUSONE TecScan shall refuse to transfer the CLUSONE TecScan Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONETecScan's Annual Report on Form 10-KSB for the fiscal year ended December 31June 30, 2000 2003 (the "2002 Annual Report") and the subsequently TecScan's Quarterly Reports on Form 10-QSB for the periods ended March 31, September 30 and December 31, 2003 (collectivelytogether, the "SEC Quarterly Reports"). The Selling Stockholder acknowledges and represents that she has reviewed the financial statements contained within the 2002 Annual Report and the Quarterly Reports and is fully aware of the current financial condition of TecScan, including its assets and liabilities, as set forth in the 2002 Annual Report and the Quarterly Reports. The Selling Stockholder warrants and represents that, other than the 2002 Annual Report and the Quarterly Reports, the Selling Stockholder is not relying upon any other information, written and/or oral, with regard to the status of TecScan's financial condition, including but not limited to the status of the assets and liabilities set forth in the 2002 Annual Report and the Quarterly Reports. The Selling Stockholder further acknowledges that CLUSONE TecScan has given to the Selling Stockholder her and his hher counsel, accountants and other advisors, agents, consultants and representatives representatives, full access to all of the properties, books, contracts, commitments and records of CLUSONETecScan, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder she has requested or may request.

Investment and Related Representations. 5.2.1 Shares as “Restricted” Securities. The Selling Stockholder is Purchaser and Seller are aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder has Purchaser or Seller have been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. The Selling Stockholder understands Purchaser and Seller acknowledge that the CLUSONE Shares will be characterized as "are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter, or dealer. The Purchaser and Seller understand that the Shares are “restricted" ” securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder agrees Purchaser and Seller represent that it is familiar in general with Rule 144 under the Selling Stockholder Securities Act (which provides generally for a one year holding period and limitations on the amount of “restricted” securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser and Seller understand that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for the Company) shall be stamped or otherwise imprinted with legends substantially in the following form (in addition to any legend that may now or hereafter be required by applicable state law): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.” The Purchaser and Seller agree that they will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may request.

Investment and Related Representations. The Selling Stockholder 3.5.1 SHARES AS "RESTRICTED" SECURITIES. Seller is aware that neither the CLUSONE Shares nor the offer or sale thereof to the Selling Stockholder Seller has been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Selling Stockholder Seller further understands that no registration statement has been filed with the Securities and Exchange Commission ("SEC"), nor with any other state regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as Seller by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Seller acknowledges that the Shares are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter or dealer. Seller understands that the CLUSONE Shares will be characterized as are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering from the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Selling Stockholder Seller represents that it is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Seller understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Buyer) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT." Seller agrees that the Selling Stockholder it will not sell all or any portion of CLUSONE the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Selling Stockholder Seller understands that each certificate for CLUSONE Shares issued to the Selling Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 2.3 and that CLUSONE Buyer shall refuse to transfer the CLUSONE Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Selling Stockholder acknowledges having received the restrictions and reviewed CLUSONE's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and the subsequently Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports"). The Selling Stockholder further acknowledges that CLUSONE has given to the Selling Stockholder and his counsel, accountants and other advisors, agents, consultants and representatives , full access to all agreements of the properties, books, contracts, commitments and records of CLUSONE, and has furnished or will furnish all such information concerning it (including its operations, financial condition and business plan) as the Selling Stockholder has requested or may requestSeller set forth in this Section 3.5.