Common use of Investment Intent, etc Clause in Contracts

Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof. (b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (d) Such Investor has received copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) Such Investor the Holder is acquiring this Warrant and the Warrant Shares to be acquired by it hereunder for its own account issuable upon exercise hereof for investment only and not with a view to to, or for sale in connection with the with, any distribution thereof. ; (b) Such Investor has such knowledge and experience in financial and business matters that it is capable the Holder can bear the economic risk of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making Warrant Shares (including possible complete loss of such investment) for an informed investment decision with respect thereto. indefinite period of time; (c) Such Investor the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder's satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is (x) an "accredited investor" as such term is defined in Rule 501 501(a) under the Securities Act. Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares or (dy) Such Investor has received copies either alone or with the assistance of the Holder's professional advisor, is a sophisticated investor, is able to fend for his or herself in the transactions contemplated by this Warrant, and has reviewed such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares; (ig) the Company's Quarterly Report on Form 10-QSB Holder has obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the quarter ended September 30risks inherent in the investment in this Warrant and the Warrant Shares, 1996the condition of the Company and the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder's financial condition and investment needs; and (iih) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) Holder is a draft, dated May 1, 1997, resident of the Company's Proxy Statement state (or if not a natural person, the Holder made its investment decision with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market this Warrant and the timing of the introduction of new products into the market; (iiiWarrant Shares from its office located in such state) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events set forth on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description signature page of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be materialthis Warrant. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof. (b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (d) Such Investor . Each Purchaser or his investment advisor has received received, examined and reviewed copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to its 1997 annual meeting readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of shareholders; (v) a draft his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the Private Placement Memorandum merits and risks of an investment in the Common Stock of the Company, dated May 1, 1997; and (vi) press releases issued by . Each Purchaser confirms that the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights has made available to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had Purchaser the opportunity to ask questions of of, and receive answers from from, the Company concerning its business the Company and operations, the terms and conditions activities of the acquisition of securities hereunder, as well as the opportunity Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in connection therewith conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Company possesses or can acquire without unreasonable effort or expense. (gSecurities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) Such Investor understands of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to be acquired by such Investor pursuant others. Each Purchaser agrees that he will not attempt to this Agreement have not been sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant in the opinion of counsel satisfactory to the Company an exemption from registrationsuch registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and that a legend indicating such restrictions will be placed on the certificates representing such securitiesnot in any agency, fiduciary or similar capacity.

Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) Such Investor the Holder is acquiring this Warrant and the Warrant Shares to be acquired by it hereunder for its own account issuable upon exercise hereof for investment only and not with a view to to, or for sale in connection with the with, any distribution thereof. ; (b) Such Investor has such knowledge and experience in financial and business matters that it is capable the Holder can bear the economic risk of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making Warrant Shares (including possible complete loss of such investment) for an informed investment decision with respect thereto. indefinite period of time; (c) Such Investor the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder’s representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as “restricted securities” under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder’s satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is an "“accredited investor" ” as such term is defined in Rule 501 501(a) under the Securities Act. Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares; (dg) Such Investor the Holder has received copies obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the risks inherent in the investment in this Warrant and the Warrant Shares, the condition of the Company and has reviewed the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder’s financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this Warrant. As used herein, the term “SEC Documents” means, collectively, the following documents of the Company filed with the SEC: (i) the Company's Quarterly its Annual Report on Form 10-QSB with respect to K for the quarter fiscal year ended September 30December 31, 1996; 2000, (ii) all Forms 8–K filed after the 1997 date of such Form 10-QSB–K, if any, (iii) its Quarterly Reports on Form 10-KSB; Q for the quarters ended March 31, June 30 and September 30, 2001, and (iv) a draft, dated May 1, 1997, its Definitive Proxy Statement for the annual meeting of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated ’s shareholders held in May 1, 1997; and (vi) press releases issued by the Company since May 23, 19962001. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof. (b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (d) Such Investor . Each Purchaser has received received, examined and reviewed copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of most recent reports, as amended, filed under the Private Placement Memorandum of Exchange Act and other publicly available documents requested by him and recognizes that the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company investment in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's businessNotes and Warrants involves a high degree of risk. Such statements relate toEach Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Notes and Warrants which are not readily marketable is not disproportionate to his net worth, among other thingshis investment in the Company will not cause such overall commitment to become excessive, (i) competition for customers for its products and services; (ii) he can afford to bear the uncertainty loss of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of his entire investment in the Company's products; (iv) . Each Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the uncertainty merits and risks of consummating potential acquisitions or entering into joint ventures; and (v) an investment in the availability of financing to fund working capital and expansion needsCompany. Such Investor further understands Each Purchaser confirms that the Company's ability Company has made available to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had him the opportunity to ask questions of of, and receive answers from from, the Company concerning its business the Company and operations, the terms and conditions activities of the acquisition of securities hereunder, as well as the opportunity Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in connection therewith conveyed to such Purchaser. Each Purchaser hereby acknowledges that he has been advised that this offering of Notes and Warrants has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Notes and Warrants are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose such Notes and Warrants or the shares of Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by Stock underlying such Investor pursuant to this Agreement have not been Notes and Warrants unless they are registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant in the opinion of counsel satisfactory to the Company an exemption from registrationsuch registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Notes and Warrants. The execution, delivery and performance by each Purchaser of this Agreement are within the powers of such Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which each Purchaser is a party or by which each Purchaser is bound. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Notes and Warrants for his account, and that a legend indicating such restrictions will be placed on not in any agency, fiduciary or similar capacity. The source of the certificates representing such securitiesfunds evidencing the Purchase Price are from legally available funds of each Purchaser.

Investment Intent, etc. (a) Such Investor The Buyer is acquiring the Shares to be acquired by it hereunder Capital Stock for its own account for investment only investment, and not with a view to the resale or for sale in connection with the distribution thereof. (b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. The Buyer (ci) Such Investor is an "accredited investor" as such that term is defined in Rule 501 401(a) promulgated under the Securities Act. Act of 1933, as amended, (dii) Such Investor has the ability to bear the economic risks of this investment, (iii) has had access to and has received copies such information regarding Buyer as is specified in subparagraph (b)(2) of Rule 402 promulgated under the Securities Act of 1933, as amended, and (iv) without in any way limiting the Shareholder's right or ability to rely on the representations and warranties made by the Buyer in or pursuant to this Agreement, has reviewed (i) been afforded prior to the Company's Quarterly Report on Form 10-QSB Closing the opportunity to ask questions of, and to receive answers from, the Shareholder and to obtain any additional information, to the extent the Shareholder has such information or could have acquired it without unreasonable expense, all as necessary for the Buyer to make an informed investment decision with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, purchase of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996Shares. (ec) Such Investor understands The Buyer acknowledges that certain the representations and warranties of the information provided by Shareholder in this Agreement or the Company other documents to be delivered in connection herewith represent the sole and exclusive representations and warranties of the Shareholder to the Buyer in connection with the transactions contemplated hereby contains forward-looking statements regarding potential hereby, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, but not limited to, any relating to the future events or historical financial condition, results of operations, customer relationships, assets or liabilities of the Company) are specifically disclaimed by the Shareholder. (d) The Buyer has read carefully and developments affecting understands the disclosures contained in the Disclosure Letter, including but not limited to the disclosures concerning the nature of the risks associated with the Company's business. Such statements relate to, among other things, short-term customer relationships (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond do not have written contracts with the Company's control. Accordingly, such Investor understands that ) and the Company's actual results volatile industry in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from which the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expenseoperates. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. (a) Such Investor is acquiring The Purchaser has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the investment in the Shares involves a high degree of risk. The Purchaser has been advised that it may not be possible to be acquired by readily liquidate this investment. The Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to its net worth, its investment in the Company will not cause such overall commitment to become excessive, and it hereunder for can afford to bear the loss of its own account for entire investment only and not with a view to or for sale in connection with the distribution thereof. (b) Such Investor Company. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (d) Such Investor has received copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, Common Stock of the Company's Proxy Statement with respect . The Purchaser confirms that the Company has made available to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had representatives the opportunity to ask questions of of, and receive answers from from, the Company concerning its business the Company and operations, the terms and conditions activities of the acquisition of securities hereunder, as well as the opportunity Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in connection therewith conveyed to him. The Purchaser hereby acknowledges that it has been advised that this offering of Shares has not been registered with, or reviewed by, the Company possesses or can acquire without unreasonable effort or expense. (gSecurities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) Such Investor understands of the Securities Act. The Purchaser represents that the Shares are being purchased for its own account, for investment purposes only and not with a view towards distribution or resale to be acquired by such Investor pursuant others. The Purchaser agrees that it will not attempt to this Agreement have not been sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant in the opinion of counsel satisfactory to the Company an exemption from registrationsuch registration is available. The Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. The Purchaser is purchasing the Shares for its account, and that a legend indicating such restrictions will be placed on not in any agency, fiduciary or similar capacity. The source of the certificates representing such securitiesfunds evidencing the Purchase Price are from legally available funds of the Purchaser.

Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) Such Investor the Holder is acquiring this Warrant and the Warrant Shares to be acquired by it hereunder for its own account issuable upon exercise hereof for investment only and not with a view to to, or for sale in connection with the with, any distribution thereof. ; (b) Such Investor has such knowledge and experience in financial and business matters that it is capable the Holder can bear the economic risk of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making Warrant Shares (including possible complete loss of such investment) for an informed investment decision with respect thereto. indefinite period of time; (c) Such Investor the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder's satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is an "accredited investor" as such term is defined in Rule 501 501(a) under the Securities Act. Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares; (dg) Such Investor the Holder has received copies obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the risks inherent in the investment in this Warrant and the Warrant Shares, the condition of the Company and has reviewed the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder's financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this Warrant. As used herein, the term "SEC Documents" means, collectively, the following documents of the Company filed with the SEC: (i) the Company's Quarterly its Annual Report on Form 10-QSB with respect to –K for the quarter fiscal year ended September 30December 31, 1996; 2000, (ii) all Forms 8–K filed after the 1997 date of such Form 10-QSB–K, if any, (iii) its Quarterly Reports on Form 10-KSB; Q for the quarter ended March 31, 2001, and (iv) a draft, dated May 1, 1997, its Definitive Proxy Statement for the annual meeting of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated shareholders held in May 1, 1997; and (vi) press releases issued by the Company since May 23, 19962001. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. Each Stockholder represents and warrants to the Company, severally and not jointly, as follows: (a) Such Investor Stockholder is acquiring the Merger Shares to be acquired by it hereunder solely for its investment for his or her own account for investment only and not with a the view to to, or for sale resale in connection with the with, any distribution thereof. Such Stockholder understands that such Stockholder's Merger Shares have not been registered under the Securities Act of 1933 (the "Securities Act") by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of each Stockholder's investment intent as expressed herein. (b) Such Investor Stockholder understands that the Merger Shares are "restricted securities" under the 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. Such Stockholder is familiar with Rule 144, as amended, promulgated under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act. Such Stockholder understands that there is no public market for ARC's securities, that there may never be a public market for such securities and that even if a market develops for such securities such Stockholder may never be able to sell or dispose of the securities and may thus have to bear the risk of his or her investment for an indefinite period of time. (c) Such Stockholder is familiar with the business of ARC and has had an opportunity to discuss ARC's business, management and financial affairs with its management and has had the opportunity to review ARC's facilities and has had the opportunity to obtain (and has obtained to his or her satisfaction) such information about the business, management and financial affairs as it has requested. (d) Such Stockholder has knowledge and experience in financial and business matters that it relating to an investment in the Merger Shares and is capable of evaluating the merits and risks of the such investment and protecting his or her investment in connection with this transaction, and is able to bear the Company contemplated by this Agreement and making economic risk of such investment for an informed investment decision with respect thereto. (c) indefinite period of time. Such Investor is Stockholder qualifies as an "accredited investor" as such term is defined in under Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. (d) Such Investor has received copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.

Investment Intent, etc. (a) Such Investor Each I-Net Shareholder is acquiring the EVSI Shares to be acquired by it hereunder solely for its such I-Net Shareholder's own account for account, not as a nominee or agent, as an investment only and not with a view to to, or for sale offer or resale in connection with with, any distribution thereof within the distribution thereofmeaning of the Securities Act, and the rules and regulations promulgated thereunder. (b) Such Investor The address set forth opposite each I-Net Shareholder's signature on the signature pages of this Agreement is such I-Net Shareholder's true and correct business, residence or domicile address. Each I-Net Shareholder has such knowledge received and read and is familiar with this Agreement. The I-Net Shareholders have had an opportunity to ask questions of and receive answers from representatives of EVSI concerning the terms and conditions of this investment. Each I-Net Shareholder has substantial experience in financial evaluating non-liquid investments such as the EVSI Shares and business matters that it is capable of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor EVSI. Each I-Net Shareholder is an "accredited investor" as such that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (dc) Such Investor Each I-Net Shareholder has received copies been furnished access to the business records of EVSI and such additional information and documents as such I-Net Shareholder has requested and has reviewed (i) been afforded an opportunity to ask questions of, and receive answers from, representatives of EVSI concerning the Company's Quarterly Report on Form 10-QSB with respect to terms and conditions of this Agreement, the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, acquisition of the Company's Proxy Statement with respect EVSI Shares, the business, operations, market potential, capitalization, financial condition and prospects of EVSI, and all other matters deemed relevant to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands such I-Net Shareholder. Each I-Net Shareholder acknowledges that certain of the it has had an opportunity to evaluate all information provided by the Company regarding EVSI as it has deemed necessary or desirable in connection with the transactions contemplated hereby contains forwardby this Agreement, has independently evaluated the transactions contemplated by this Agreement and has reached its own decision to enter into this Agreement. (d) Each I-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further Net Shareholder understands that the Company's ability to predict results or EVSI Shares are characterized as "restricted securities" under the effect of any pending events on the Company's operating results is inherently subject to various risks federal securities laws inasmuch as they are being acquired from EVSI in a transaction not involving a public offering and uncertainties, including those discussed in the Form 10-KSB that under "Description of Business" such laws and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, applicable regulations such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences securities may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire resold without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered registration under the Securities Act or any state securities lawsonly in certain limited circumstances. In this regard, each I-Net Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act ("Rule 144"), as presently in effect, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, understands the resale limitations imposed thereby and that a legend indicating such restrictions will be placed on by the certificates representing such securitiesSecurities Act.

Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) Such Investor the Holder is acquiring this Warrant and the Warrant Shares to be acquired by it hereunder for its own account issuable upon exercise hereof for investment only and not with a view to to, or for sale in connection with the with, any distribution thereof. ; (b) Such Investor has such knowledge and experience in financial and business matters that it is capable the Holder can bear the economic risk of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making Warrant Shares (including possible complete loss of such investment) for an informed investment decision with respect thereto. indefinite period of time; (c) Such Investor the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder’s representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as “restricted securities” under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined in the Standby Agreement) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder’s satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is an "“accredited investor" ” as such term is defined in Rule 501 501(a) under the Securities Act. Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares; (d) Such Investor has received copies of and has reviewed (ig) the Company's Quarterly Report on Form 10-QSB Holder has obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the quarter ended September 30risks inherent in the investment in this Warrant and the Warrant Shares, 1996the condition of the Company and the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder’s financial condition and investment needs; and (iih) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) Holder is a draft, dated May 1, 1997, resident of the Company's Proxy Statement state (or if not a natural person, the Holder made its investment decision with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market this Warrant and the timing of the introduction of new products into the market; (iiiWarrant Shares from its office located in such state) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events set forth on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description signature page of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be materialthis Warrant. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.