Common use of Investor Representations, Warranties and Covenants Clause in Contracts

Investor Representations, Warranties and Covenants. The Investor hereby acknowledges, represents, warrants or covenants, as the case may be, to the Company as follows: (a) The Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by his response set forth in the Investor Questionnaire attached hereto, and that he is able to bear economic risk of an investment in the Units. (b) The Investor has prior investment experience, including investment in non-listed and non-registered securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units, including the documents filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1934, as amended (the “Exchange Act”), and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, the attachments and exhibits thereto, including the Company’s (i) Form 10-KSB for the fiscal year ended September 30, 2002 (“Form 10-KSB”), and (ii) Forms 10-QSB for the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, and hereby represents that he has been furnished by the Company during the course of this transaction with all other information regarding the Company which he had requested or desired to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private Placement, and any additional information which he had requested. (d) The Investor understands and recognizes that the purchase of the Units is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 and $641,124, for the fiscal year ended September 30, 2002 and each of the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “qualified” auditor’s opinion from each of its independent auditors, upon their review of the Company’s financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s ability to continue as a going concern. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSB. (e) The Investor acknowledges that the Private Placement will be conducted on a “best efforts” basis, and that there is no minimum amount of Units which must be subscribed for in order to close any purchase. One or more Closings will be held at such times as agreed to by the Company and the determination as to the timing of Closing shall bear no relation to the aggregate amount of funds and could be with respect to one or more subscriptions. The Company may find it necessary to raise additional capital, of which there can be no assurance. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Investor agrees that he will not sell or otherwise transfer such securities unless they are registered under the Securities Act or unless an exemption from such registration is available. (g) The Investor understands that the Common Stock and Warrants comprising the Units and Common Stock underlying the Warrants (“Warrant Shares”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although the Company has undertaken to register under the Securities Act the Common Stock comprising Units and the Warrant Shares, there can be no assurance that such registration will ever be effective or remain effective, or that there will be any liquidity with respect to the sale of such securities, if and when registered. The Investor understands that although the Company’s Common Stock is traded on the OTC Bulletin Board, there currently is a limited public market for such securities. (i) The Investor understands that pending an effective registration under the Securities Act, if any, the Common Stock and Warrants comprising the Units and the Warrant Shares (collectively, “Securities”) will be restricted securities as such term is defined under Rule 144 (“Rule 144”) promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations) of securities acquired in a non-public offering without having to satisfy the registration requirements of the Securities Act. The Investor understands that the Company must be current with respect to the reporting requirements under the Exchange Act and its dissemination to the public of any current financial or other information concerning the Company, as required by Rule 144, as one of the conditions of its availability. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Securities Act, with the exception of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit the transfer of the Securities out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “blue sky” laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws under the Securities Act or under the securities laws of any state or other jurisdiction. (j) The Investor understands that the Company is relying on the Investor’s representations herein and the information provided by the Investor in the Investor Questionnaire attached hereto. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwise, including, without limitation, information with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he will immediately furnish such revised or corrected information to the Placement Agent and Company. (k) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do not contain tax advice or information. The Investor has had the opportunity to consult with the Investor’s own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the Units. (l) If the Investor is a corporation, trust, partnership or other entity, it is authorized to purchase the Units and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (m) The Investor consents to the placement of a legend on any certificate or other documents evidencing the Securities substantially in the following form: (n) The address of the Investor furnished by him at the end of this Subscription Agreement is the undersigned’s principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (p) Except as set forth in the Memorandum, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum and the results of independent investigation by the Investor. (q) Such Investor either has a preexisting personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or by reason of such Investor’s business or financial experience or the business or financial experience of such Investor’s professional advisors, who are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, such Investor could be reasonably assumed to have the capacity to protect such Investor’s own interests in connection with the transaction. (r) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal or state securities laws. (s) If the Investor is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units, Common Stock or Warrants. Such Investor’s subscription and payment for, and his or her continued beneficial ownership of the Units, Common Stock or Warrants, will not violate any applicable securities or other laws of the Investor’s jurisdiction. (t) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (u) The foregoing acknowledgments, representations, warranties and covenants shall survive the Closing.

Investor Representations, Warranties and Covenants. The Investor hereby acknowledges, represents, warrants or covenants, as the case may be, to the Company as follows: (a) The Investor is and on each date on which it exercise Warrants will be, an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by his response set forth in the Investor Questionnaire attached hereto, and that he is able to bear economic risk of an investment in the Units. (b) The Investor has prior investment experience, including investment in non-listed and non-registered securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units, including the documents filed with the Securities and Exchange Commission (“"SEC”") pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, the attachments and exhibits thereto, including and each report, schedule, effective registration statement and definitive proxy statement filed by the Company’s (i) Form 10-KSB for Company with the fiscal year ended September 30, 2002 (“Form 10-KSB”), and (ii) Forms 10-QSB for the quarters ended SEC since December 31, 20022003 (the "SEC Documents") pursuant to the Securities Act or the Exchange Act, March 31, 2003 and June 30, 2003as amended, and hereby represents that he has been furnished by the Company during the course of this transaction with all other information regarding the Company which he had requested or desired to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private PlacementOffering, and any additional information which he had requestedrequested and in the Memorandum. Notwithstanding the foregoing, it is understood that Investor is purchasing the Units without being furnished a prospectus setting forth all of the information that would be required to be furnished in a prospectus under the Securities Act. (d) The Investor understands and recognizes that the purchase of the Units is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 and $641,124, for the fiscal year ended September 30, 2002 and each of the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “qualified” auditor’s opinion from each of its independent auditors, upon their review of the Company’s financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s ability to continue as a going concern. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSBSEC Documents and in the Memorandum. (e) The Investor acknowledges that the Private Placement Offering will be conducted on a “"best efforts” -no minimum" basis, and that there is no minimum amount of Units which must be subscribed for purchased in order to close any purchase. One or more Closings The Closing will be held at such times time as agreed to determined by the Company in consultation with the Placement Agents and the determination as to the timing of Closing shall bear no relation to the aggregate amount of funds and could be with respect to one or more subscriptionsInvestor purchases. The Investor acknowledges that the Company may find it necessary to raise additional capital, of which there can be no assurancecapital in the future. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Investor agrees that he will not sell or otherwise transfer such securities unless they are registered under the Securities Act or unless an exemption from such registration is available. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Units. (g) The Investor understands that the Common Stock and Warrants comprising the Units and Common Stock underlying the Warrants (“Warrant Shares”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although the Company has undertaken to register under the Securities Act the Common Stock comprising Units and the Warrant Sharesshares of Common Stock issuable upon the exercise of the Warrants (the "WARRANT SHARES" and collectively with the Common Stock included in the Units, the "SECURITIES") pursuant to a registration rights agreement of even date herewith (the "REGISTRATION RIGHTS AGREEMENT"), there can be no assurance that such registration will ever be effective or remain effective, or that there will be any liquidity with respect to the sale of such securities, if and when registered. The Investor understands represents that although he has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect the Investor's ability to provide for its current needs and possible financial contingencies, and that the Investor's commitment to all high risk investments (including this one if this purchase is agreed to and accepted by the Company’s Common Stock ) is traded on reasonable in relation to the OTC Bulletin Board, there currently is a limited public market for such securitiesInvestor's net worth and/or annual income. (ih) The Investor understands that pending an effective registration under the Securities Act, if any, the Common Stock and Stock, the Warrants comprising the Units and the Warrant Shares (collectively, “Securities”) will be restricted securities as such term is defined under Rule 144 (“Rule "RULE 144”") promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations) of securities acquired in a non-public offering without having to satisfy the registration requirements of the Securities Act. The Investor understands that the Company must be current with respect to the reporting requirements under the Exchange Act and its dissemination cannot be sold except pursuant to the public of any current financial such registration or other information concerning the Company, as required by Rule 144, as one of the conditions of its availabilityan exemption therefrom. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Securities Act, with the exception of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit has no obligation to register the transfer of the Securities out of his name only when his request Warrants for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “blue sky” laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws resale under the Securities Act or under the securities laws of any state or other jurisdictionAct. (ji) The Investor understands that the Company is relying on the Investor’s 's representations herein and the information provided by the Investor in the Investor Questionnaire attached heretoQuestionnaire. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwise, including, without limitation, information with respect to his its financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he the Investor will immediately furnish such revised or corrected information to the Placement Agent Agents and Company. (kj) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do not contain tax advice or information. The Investor confirms that it is not relying on any statements or representations of the Company or any of its agents with respect to the tax and other economic considerations of an investment in the Units. The Investor has had the opportunity to consult with the Investor’s 's own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the Units. The Investor also acknowledges that it is solely responsible for any of its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (lk) If the Investor is a corporation, trust, partnership or other an entity, it is authorized a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. The Investor has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement and to purchase the Units Units. The execution and delivery by the Investor of this Agreement and the person signing this Subscription Agreement on behalf consummation of such entity has the transactions contemplated hereby have been duly authorized by such entity all necessary corporate or other action on the part of the Investor. If the Investor is an individual, the Investor has the legal capacity to do soenter into this Agreement and is a bona fide resident of the state shown in the address set forth on the signature pages hereto. (ml) The Investor consents to the placement of a legend on any certificate or other documents evidencing the Securities Shares, the Warrants and the Warrant Shares substantially in the following form:: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE RESOLD OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION (IF AVAILABLE) UNDER THE SECURITIES ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES." (nm) The address of the Investor furnished by him at on the end of this Subscription Agreement signature pages hereto is the undersigned’s 's principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (pn) Except as set forth in the Memorandumherein, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum herein and the results of independent investigation by the Investor. The Investor acknowledges that no representations or warranties have been made to the Investor by the Placement Agents or any agent, employee or affiliate of the Placement Agents. (qo) Such Investor either (i) has a preexisting pre-existing personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or (ii) by reason of such Investor’s 's business or financial experience or the business or financial experience of such Investor’s 's professional advisors, who advisors (which professional advisors are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, ) such Investor could be reasonably assumed to have the capacity to protect such Investor’s 's own interests in connection with the transaction. (rp) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and by general equitable principles, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal federal or state securities laws. (sq) If the Investor is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for purchase the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or WarrantsSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units, Common Stock or WarrantsSecurities. Such Investor’s subscription and 's payment for, and his or her continued beneficial ownership of the Units, Common Stock or WarrantsSecurities, will not violate any applicable securities or other laws of the Investor’s 's jurisdiction. (tr) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement Offering or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement Offering may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (s) No court or governmental injunction, order or decree affecting the Investor and prohibiting the execution and delivery by the Investor of this Agreement and the consummation of the transactions contemplated hereby is in effect, and the terms of this Agreement do not conflict with any provision of the Certificate or Articles of Incorporation or By-laws (or comparable charter, partnership or other organizational documents) of the Investor, or conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Investor is a party. (t) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, remains to be obtained or is otherwise required to be obtained by the Investor in connection with the authorization, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation the purchase and sale of the Units. (u) The Investor acknowledges that pursuant to the terms of the Placement Agency Agreement among the Placement Agents and the Company (the "PLACEMENT AGENCY AGREEMENT"), the Placement Agents are being paid the following compensation from the Company for their services in connection with the Offering: (i) cash equal to five percent (5%) of the aggregate gross proceeds of the Offering and (ii) warrants representing seven percent (7%) of the total number of Shares sold to all Investors in the Offering (including the Warrant Shares for which all Warrants issued to all Investors in the Offering are exercisable) as compensation for services rendered to the Company in connection with the Offering. The Investor further acknowledges that pursuant to the terms of the Placement Agency Agreement, the Company is reimbursing the Placement Agents for certain expenses incurred by the Placement Agents in connection with the Offering. (v) Other than the Placement Agents (as placement agents on behalf of the Company), and any subagents they may appoint, no finder, broker, agent, financial person or other intermediary has acted on behalf of the Investor in connection with the Investor's purchase of the Units, the consummation of this Agreement or any of the transactions contemplated hereby. The Investor has not had any direct or indirect contact with any other investment banking firm (or similar firm) with respect to the offer of the Units by the Company to the Investor or the Investor's purchase of the Units. (w) Other than the Memorandum and the exhibits attached thereto, the Investors did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available, with respect to the Units or (ii) attend any seminar, meeting or investor or other conference whose attendees were, to the Investor's knowledge, invited by any general solicitation or general advertising with respect to the Units. (x) The foregoing acknowledgments, representations, warranties and covenants shall survive the Closing.

Investor Representations, Warranties and Covenants. The Each Investor hereby acknowledges, represents, warrants or covenants, as the case may be, severally and not jointly to the Company as follows: (a) The Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by his response set forth in the Investor Questionnaire attached hereto, Act and that he is able to bear economic risk of an investment in the UnitsSecurities. (b) The Investor has prior investment experience, including investment in early stage companies, non-listed and non-registered securities, or he has employed the services ability to fend for himself, can bear the economic risk of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units, including the documents filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1934, as amended (the “Exchange Act”)his investment, and to evaluate has such knowledge and experience in financial, business matters that he is capable of evaluating the merits and risks of such an investment on his behalfinvestment, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, documents filed with respect to the attachments Company with the Securities and exhibits thereto, including the Company’s (i) Form 10-KSB for the fiscal year ended September 30, 2002 Exchange Commission (“Form 10-KSBSEC”), and (ii) Forms 10-QSB for the quarters ended since December 31, 20022007 (the “SEC Documents”) pursuant to the Securities Act and the Securities Exchange Act of 1934, March 31, 2003 and June 30, 2003as amended (the “Exchange Act”), and hereby represents that he has been furnished by the Company during the course of this transaction with all other information regarding the Company which he had requested or desired to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private Placement, Offering and any additional information which he had requested. Notwithstanding the foregoing, it is understood that Investor is purchasing the Securities without being furnished a prospectus setting forth all of the information that would be required to be furnished in a prospectus under the Securities Act. (d) The Investor understands and recognizes that the purchase of the Units Securities is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 and $641,124, for the fiscal year ended September 30, 2002 and each of the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “qualified” auditor’s opinion from each of its independent auditors, upon their review of the Company’s financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s ability to continue as a going concern. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSBSEC Documents. (e) The Investor acknowledges that the Private Placement will be conducted on a “best efforts” basis, and that there is no minimum amount of Units which must be subscribed for in order to close any purchase. One or more Closings will be held at such times as agreed to by the Company and the determination as to the timing of Closing shall bear no relation to the aggregate amount of funds and could be with respect to one or more subscriptions. The Company may find it necessary to raise additional capital, of which there can be no assurancecapital in the future. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents that the Units Securities are being purchased for his such Investor’s own account, for investment and not for distribution or resale to others. The Investor agrees that he will not to sell or otherwise transfer such securities unless they are registered under the Securities Act or unless an exemption from such registration is available. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities. (g) The Investor understands that the Common Stock and Warrants comprising the Units and Common Stock underlying the Warrants (“Warrant Shares”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although Investor represents that he has sufficient liquid assets so that the Company has undertaken illiquidity associated with this investment will not cause any undue financial difficulties or affect the Investor’s ability to register under provide for its current needs and possible financial contingencies, and that the Securities Act Investor’s commitment to all high risk investments (including this one if this purchase is agreed to and accepted by the Common Stock comprising Units and the Warrant Shares, there can be no assurance that such registration will ever be effective or remain effective, or that there will be any liquidity with respect Company) is reasonable in relation to the sale of such securities, if and when registered. The Investor understands that although the CompanyInvestor’s Common Stock is traded on the OTC Bulletin Board, there currently is a limited public market for such securitiesnet worth and/or annual income. (ih) The Investor understands that pending an effective registration under the Securities Act, if any, the Common Stock and Warrants comprising the Units and the Warrant Shares (collectively, “Securities”) will be restricted securities as such term is defined under Rule 144 (“Rule 144”) promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations) of securities acquired in a non-public offering without having to satisfy the registration requirements of the Securities Act. The Investor understands that the Company must be current with respect to the reporting requirements under the Exchange Act and its dissemination cannot be sold except pursuant to the public of any current financial such registration or other information concerning the Company, as required by Rule 144, as one of the conditions of its availability. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Securities Act, with the exception of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit the transfer of the Securities out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “blue sky” laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws under the Securities Act or under the securities laws of any state or other jurisdictionexemption therefrom. (ji) The Investor understands that the Company is relying on the Investor’s representations herein and the information provided by the Investor in the Investor Questionnaire attached heretoherein. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwiseCompany, including, without limitation, information with respect to his its financial position and business experience experience, is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he the Investor will immediately furnish such revised or corrected information to the Placement Agent and Company. (kj) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do this Agreement does not contain tax advice or information. The Investor confirms that it is not relying on any statements or representations of the Company or any of its agents with respect to the tax and other economic considerations of an investment in the Securities. The Investor has had the opportunity to consult with the Investor’s own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the UnitsSecurities. The Investor also acknowledges that it is solely responsible for any of its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (lk) If the Investor is a corporation, trust, partnership or other an entity, it is authorized a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. The Investor has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement and to purchase the Units Securities. The execution and delivery by the Investor of this Agreement and the person signing this Subscription Agreement on behalf consummation of such entity has the transactions contemplated hereby have been duly authorized by such entity all necessary corporate or other action on the part of the Investor. If the Investor is an individual, the Investor has the legal capacity to do soenter into this Agreement and is a bona fide resident of the state shown in the address set forth on the signature pages hereto. (ml) The Investor consents to the placement of a legend on any certificate or other documents evidencing the Securities substantially in the following form:: Additionally, in order to enforce the covenants set forth in Sections 2.1(x) and (y), the Company shall have the right to place additional restrictive legends on the certificates representing the Securities and to impose stop transfer instructions with respect to the Securities until the end of the applicable period. (nm) The address of the Investor furnished by him at on the end of this Subscription Agreement signature pages hereto is the undersigned’s principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (pn) Except as set forth in the Memorandumherein, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum herein and the results of independent investigation by the Investor. (qo) Such Investor either (i) has a preexisting pre-existing personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or (ii) by reason of such Investor’s business or financial experience or the business or financial experience of such Investor’s professional advisors, who advisors (which professional advisors are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, ) such Investor could be reasonably assumed to have the capacity to protect such Investor’s own interests in connection with the transaction. (rp) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal or state securities laws. (sq) If the Investor is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for purchase the Units Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or WarrantsSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units, Common Stock or WarrantsSecurities. Such Investor’s subscription and payment for, and his or her continued beneficial ownership of the Units, Common Stock or WarrantsSecurities, will not violate any applicable securities or other laws of the Investor’s jurisdiction. (tr) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement Offering or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, regulatory request, inspection, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement Offering may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (s) No court or governmental injunction, order or decree affecting the Investor and prohibiting the execution and delivery by the Investor of this Agreement and the consummation of the transactions contemplated hereby is in effect, and the terms of this Agreement do not conflict with any provision of the certificate or articles of incorporation or by-laws (or comparable charter, partnership or other organizational documents) of the Investor, or conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Investor is a party. (t) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, remains to be obtained or is otherwise required to be obtained by the Investor in connection with the authorization, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation the purchase and sale of the Securities. (u) No finder, broker, agent, financial person or other intermediary has acted on behalf of the Investor in connection with the Investor’s purchase of the Securities, the consummation of this Agreement or any of the transactions contemplated hereby. The Investor has not had any direct or indirect contact with any investment banking firm (or similar firm) with respect to the offer of the Securities by the Company to the Investor or the Investor’s purchase of the Securities. (v) The Investors did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available, with respect to the Common Stock or (ii) attend any seminar, meeting or investor or other conference whose attendees were, to the Investor’s knowledge, invited by any general solicitation or general advertising with respect to the Common Stock. (w) The Investor acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering and the Acquisition shall be kept in confidence by the Investor until the public announcement of the Offering and the Acquisition by the Company. The Investor acknowledges that the foregoing acknowledgmentsrestrictions on the Investor’s use and disclosure of any such confidential, representationsnon-public information contained in the above-described documents restricts the Investor from trading in the Company’s securities to the extent such trading is on the basis of material, warranties non-public information of which the Investor is aware and covenants is in violation of applicable securities laws. (x) The Investor agrees that beginning on the date hereof until the Offering and the Acquisition is publicly announced by the Company, the Investor will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by an Investor means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Investor has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether an Investor has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Investor (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall survive be deemed to be held long by such Investor. (y) The Investor hereby agrees that it shall not sell or otherwise transfer or dispose of any Securities then owned by such Investor (other than estate planning transfers to the Closingparents, siblings, children or grandchildren of the Investor (or a trust or other entity for their exclusive benefit), other transfers to donees or to partners of the Investor who agree to be similarly bound) prior to the Lock-up Termination Date (as defined below). For purposes of this Agreement, the “Lock-up Termination Date” shall mean: (i) with respect to one-third of the Securities held by an Investor, the six month anniversary of the Closing Date; (ii) with respect to an additional one-third of the Securities held by an Investor, the nine month anniversary of the Closing Date; and (iii) with respect to the remaining one-third of the Securities held by an Investor, the one year anniversary of the Closing Date.

Investor Representations, Warranties and Covenants. The Investor hereby acknowledges3.1 Each Investor, representsseverally and not jointly, warrants or covenants, as makes the case may be, following representations and warranties to the Company as followsCompany: (a) The Investor is an “accredited investor” as such term is defined purchasing the Units, consisting of the Common Shares and the Warrants, for its own account or for the account of one or more persons, for investment purposes only and not with a view to resale or distribution and, in Rule 501 particular, it has no intention to distribute either directly or indirectly any of Regulation D promulgated the Common Shares issued in connection with the purchase of the Units, or upon exercise of the Warrants; provided, however, that the Investor may sell or otherwise dispose of any of the Common Shares pursuant to registration thereof under the Securities Act, as indicated by his response set forth in the Investor Questionnaire attached hereto, Act and that he is able to bear economic risk of any applicable state securities laws or under an investment in the Unitsexemption from such registration requirements. (b) The Investor has prior investment experience, including recognizes that investment in non-listed the Securities involves substantial risks and non-registered securities, or he has employed the services taken full cognizance of an investment advisor, attorney or accountant to read and understands all of the documents furnished or made available by risks related to the Company both to him and to all other prospective investors purchase of the Securities, including without limitation those set forth under the caption “Risk Factors” in the UnitsCompany’s reports on Form 10-KSB, including 10-QSB and 8-K (collectively, the documents “SEC Reports”), filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (c) In making its decision to invest in the Units, the Investor has carefully reviewed and is familiar with the Company’s SEC Reports, and the Investor has relied on the information contained therein and the documents and materials delivered therewith, and on the Investor’s own independent investigations and/or those of the Investor’s own professional tax and other advisors. The Investor and the Investor’s advisors (including the Investor’s representative, if any) have been given the opportunity to obtain information and to examine all documents relating to the Company, and to ask questions of and to receive answers from the officers of the Company concerning the Company, the officers and directors, and the terms and conditions of this investment, and to obtain any additional information, to the extent the Company possesses that information or could acquire it without unreasonable effort or expense, to verify the accuracy of any information previously furnished. All questions have been answered to the full satisfaction of the Investor, and all information and documents, records and books pertaining to this investment that the Investor has requested have been made available to the Investor. (d) The Investor believes that it, either alone or with the assistance of its advisor(s) (including the Investor’s representative, if any), has such knowledge and experience in financial and business matters that the Investor is capable of reading and interpreting disclosure materials, such as the SEC Reports and the Company’s financial statements, and of evaluating the merits and risks of the prospective investment in the Securities. The Investor has obtained sufficient information to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, the attachments and exhibits thereto, including the Company’s (i) Form 10-KSB for the fiscal year ended September 30, 2002 (“Form 10-KSB”), and (ii) Forms 10-QSB for the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, and hereby represents that he has been furnished by in the Company during and has the course of this transaction with all other information regarding the Company which he had requested or desired net worth to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private Placement, and any additional information which he had requested. (d) The Investor understands and recognizes that the purchase of the Units is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 and $641,124, for the fiscal year ended September 30, 2002 and each of the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “qualified” auditor’s opinion from each of its independent auditors, upon their review of the Company’s financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s ability to continue as a going concern. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSBundertake those risks. (e) The Investor acknowledges that has obtained, to the Private Placement will be conducted on a “best efforts” basisextent the Investor deems necessary, and that there is no minimum amount of Units which must be subscribed for the Investor’s own personal, professional advice with respect to the risks inherent in order to close any purchase. One or more Closings will be held at such times as agreed to by the investment in the Company and the determination as to suitability of the timing investment in the Securities in light of Closing shall bear no relation to the aggregate amount of funds Investor’s financial condition and could be with respect to one or more subscriptions. The Company may find it necessary to raise additional capital, of which there can be no assuranceinvestment needs. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents believes that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Investor agrees that he will not sell or otherwise transfer such securities unless they are registered under in the Securities Act or unless an exemption from such registration is availablesuitable for the Investor based on the Investor’s investment objectives and financial needs, and the Investor has adequate means for providing for the Investor’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities. (g) The Investor understands is able to (i) hold the Common Shares and, if the Warrants are exercised, the Common Shares underlying the Warrants, for an indefinite period of time, (ii) bear the economic risk of the Investor’s investment, and (iii) withstand a complete loss of the investment. (h) The Investor has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices, or other communications published in any newspaper, magazine, or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (i) The Investor, and if applicable, each person for whose account it is purchasing the Units: i. acknowledges that the Units, consisting of the Common Stock Shares and Warrants comprising the Units and Common Stock underlying the Warrants (“Warrant Shares”) Warrants, have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the CompanyAct, and the SEC might regard such a sale Investor undertakes and agrees that it will not offer or disposition as a deferred sale to which such exemptions sell the Common Shares unless the Common Shares are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although the Company has undertaken to register registered under the Securities Act the Common Stock comprising Units and the Warrant Sharessecurities laws of all applicable states of the United States, there can be no assurance that or such Common Shares are sold pursuant to an available exemption from such registration will ever be effective or remain effective, or that there will be any liquidity with respect to requirements; ii. if the sale of such securities, if and when registered. The Investor understands that although the Company’s Common Stock is traded on the OTC Bulletin Board, there currently is a limited public market for such securities. (i) The Investor understands “U.S. Purchaser”, it represents that pending it is an effective registration under the Securities Act, if any, the Common Stock and Warrants comprising the Units and the Warrant Shares (collectively, “Securities”) will be restricted securities accredited investor” as such term is defined under Rule 144 (“Rule 144”) promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations501(a) of securities acquired in a non-public offering without having to satisfy the registration requirements Regulation D of the Securities Act, by satisfying one or more of the criteria set forth therein. The Investor understands that the Company must be current with respect to the reporting requirements A “U.S. Purchaser” in this Agreement means any “U.S. person”, as defined in Regulation S under the Exchange Securities Act and its dissemination (which definition includes but is not limited to (A) any individual resident in the public United States, (B) any partnership or corporation organized or incorporated under the laws of the United States, (C) any partnership or corporation formed by a U.S. person under the laws of any current financial or other information concerning foreign jurisdiction principally for the Company, as required by Rule 144, as one purpose of the conditions of its availability. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities investing in securities not registered under the Securities Act, with the exception unless it is organized or incorporated, and owned, by “accredited investors” as defined in Rule 501(a) of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit the transfer of the Securities out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “blue sky” laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws Regulation D under the Securities Act resident in the United States, or under (D) any estate or trust of which any executor, administrator or trustee is a U.S. person); any person who is in the securities laws United States; any person who is purchasing the Units on behalf or for the benefit of any state a U.S. Person or other jurisdiction. (j) The Investor understands that person in the Company United States; iii. unless it is relying on the Investor’s representations herein and the information provided by a U.S. Purchaser, the Investor in the Investor Questionnaire attached hereto. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwise, including, without limitation, information with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he will immediately furnish such revised or corrected information to the Placement Agent and Company. represents that (ki) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do not contain tax advice or information. The Investor has had the opportunity to consult with the Investor’s own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the Units. (l) If the Investor is a corporation, trust, partnership or other entity, it is authorized to purchase not a U.S. Person; is not purchasing the Units and for the person signing this Subscription Agreement benefit or on behalf of such entity has been duly authorized by such entity to do so. (m) The Investor consents to the placement of a legend on any certificate U.S. Person or other documents evidencing the Securities substantially person in the following form: (n) The address of the Investor furnished by him at the end of this Subscription Agreement is the undersigned’s principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (p) Except as set forth in the Memorandum, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum and the results of independent investigation by the Investor. (q) Such Investor either has a preexisting personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or by reason of such Investor’s business or financial experience or the business or financial experience of such Investor’s professional advisors, who are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, such Investor could be reasonably assumed to have the capacity to protect such Investor’s own interests in connection with the transaction. (r) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles, United States; (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent it was not offered any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal or state securities laws. (s) If the Investor is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction Units in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or Warrants, (ii) any foreign exchange restrictions applicable to such purchaseUnited States, (iii) it did not receive any governmental or other consents that may need materials relating to be obtainedthe offer of the Units in the United States, and (iv) the income tax and it did not execute this Agreement or any other tax consequences, if any, that may be relevant materials relating to the purchase, holding, redemption, sale or transfer purchase of the Units, Common Stock or Warrants. Such Investor’s subscription and payment for, and his or her continued beneficial ownership of Units in the Units, Common Stock or Warrants, will not violate any applicable securities or other laws of the Investor’s jurisdiction. (t) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (u) The foregoing acknowledgments, representations, warranties and covenants shall survive the Closing.United States;

Investor Representations, Warranties and Covenants. The Investor hereby acknowledges, represents, warrants or covenants, as the case may be, to the Company and the Placement Agents as follows: (a) The Investor is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by his response set forth in the Investor Questionnaire attached hereto, and that he is able to bear economic risk of an investment in the Units. (b) The Investor has prior investment experience, including investment in non-listed and non-registered securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units, including the documents filed with the Securities and Exchange Commission (“"SEC”") pursuant to the Securities Act of 1934, as amended (the “"Exchange Act”"), and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, the attachments and exhibits thereto, including the Company’s 's (i) Form 10-KSB for the fiscal year ended September 30, 2002 (“"Form 10-KSB”"), and (ii) Forms 10-QSB for the quarters ended December 31, 2002, 2002 and March 31, 2003 2003, and (iii) Form 8-K dated June 306, 2003, and hereby represents that he has been furnished by the Company during the course of this transaction with all other information regarding the Company which he had requested or desired to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private Placement, and any additional information which he had requested. (d) The Investor understands and recognizes that the purchase of the Units is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 220,347 and $641,124487,753, for the fiscal year ended September 30, 2002 and each of the quarters ended March 31, 2003 and December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “"qualified” " auditor’s 's opinion from each of its independent auditors, upon their review of the Company’s 's financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s 's ability to continue as a going concern, and (iii) the Company is in default with respect to two secured loans, due to violations of certain financial ratio provisions, in the aggregate principal amount of approximately $100,000 ("Loans") which are therefore currently due on demand. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSB. (e) The Investor acknowledges that the Private Placement will be conducted on a “"best efforts” " basis, and that there is no minimum amount of Units which must be subscribed for in order to close any purchase. One Although all payments for subscriptions received and accepted by the Company will be deposited into an escrow account, one or more Closings will be held at such times as agreed to by the Company and the Placement Agent. The determination as to the timing of Closing shall bear no relation to the aggregate amount of funds in escrow and could be with respect to one or more subscriptions. The Company may find it necessary to raise additional capital, of which there There can be no assuranceassurance that the Company will sell a number of Units in the Private Placement necessary to repay the Loans, or sustain operations. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Investor agrees that he will not sell or otherwise transfer such securities unless they are registered under the Securities Act or unless an exemption from such registration is available. (g) The Investor understands that the Common Stock and Warrants comprising the Units and Common Stock underlying the Warrants (“"Warrant Shares”") have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although the Company has undertaken to register under the Securities Act the Common Stock comprising Units and the Warrant Shares, there can be no assurance that such registration will ever be effective or remain effective, or that there will be any liquidity with respect to the sale of such securities, if and when registered. The Investor understands that although the Company’s 's Common Stock is traded on the OTC Bulletin Board, there currently is a limited public market for such securities. (i) The Investor understands that pending an effective registration under the Securities Act, if any, the Common Stock and Warrants comprising the Units and the Warrant Shares (collectively, “"Securities”") will be restricted securities as such term is defined under Rule 144 (“"Rule 144”") promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations) of securities acquired in a non-public offering without having to satisfy the registration requirements of the Securities Act. The Investor understands that the Company must be current with respect to the reporting requirements under the Exchange Act and its dissemination to the public of any current financial or other information concerning the Company, as required by Rule 144, as one of the conditions of its availability. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Securities Act, with the exception of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit the transfer of the Securities out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “"blue sky” " laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws under the Securities Act or under the securities laws of any state or other jurisdiction. (j) The Investor understands that the Company is and the Placement Agent are relying on the Investor’s 's representations herein and the information provided by the Investor in the Investor Questionnaire attached hereto. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwise, including, without limitation, information with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he will immediately furnish such revised or corrected information to the Placement Agent and Company. (k) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do not contain tax advice or information. The Investor has had the opportunity to consult with the Investor’s 's own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the Units. (l) If the Investor is a corporation, trust, partnership or other entity, it is authorized to purchase the Units and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (m) The Investor consents to the placement of a legend on any certificate or other documents evidencing the Securities substantially in the following form: (n) The address of the Investor furnished by him at the end of this Subscription Agreement is the undersigned’s 's principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s 's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (p) Except as set forth in the Memorandum, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum and the results of independent investigation by the Investor. (q) Such Investor either has a preexisting personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or by reason of such Investor’s 's business or financial experience or the business or financial experience of such Investor’s 's professional advisors, who are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, such Investor could be reasonably assumed to have the capacity to protect such Investor’s 's own interests in connection with the transaction. (r) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and by general equitable principles, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, remedies and (iii) to the extent any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal or state securities laws. (s) If the Investor is not a United States person, person it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units, Common Stock or Warrants. Such Investor’s 's subscription and payment for, and his or her continued beneficial ownership of the Units, Common Stock or Warrants, will not violate any applicable securities or other laws of the Investor’s 's jurisdiction. (t) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (u) The foregoing acknowledgments, representations, warranties and covenants shall survive the Closing.

Investor Representations, Warranties and Covenants. The Each Investor hereby acknowledges, represents, warrants or covenants, as the case may be, severally and not jointly to the Company as follows: (a) The Investor is is, and on each date on which it exercise Warrants will be, an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by his response set forth in the Investor Qualification Questionnaire attached hereto, and that he is able to bear economic risk of an investment in the Units. (b) The Investor has prior investment experience, including investment in early stage companies, non-listed and non-registered securities, or he has employed the services ability to fend for himself, can bear the economic risk of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units, including the documents filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1934, as amended (the “Exchange Act”)his investment, and to evaluate has such knowledge and experience in financial, business matters that he is capable of evaluating the merits and risks of such an investment on his behalfinvestment, and that he recognizes the highly speculative nature of this investment. (c) The Investor acknowledges receipt and careful review of the Memorandum, including, but not limited to, documents filed with respect to the attachments Company with the Securities and exhibits thereto, including the Company’s (i) Form 10-KSB for the fiscal year ended September 30, 2002 Exchange Commission (“Form 10-KSBSEC”) since November 29, 2006 (the “SEC Documents”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) Forms 10-QSB for the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, and hereby represents that he has been furnished by the Company during the course of this transaction with all other information regarding the Company which he had requested or desired to know, that all documents which could be reasonably provided have been made available for his inspection and review, that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Private Placement, Offering and any additional information which he had requested. Notwithstanding the foregoing, it is understood that Investor is purchasing the Units without being furnished a prospectus setting forth all of the information that would be required to be furnished in a prospectus under the Securities Act. (d) The Investor understands and recognizes that the purchase of the Units is highly speculative and involves a high degree of risk and that only investors who can afford the loss of their entire investment should consider investing in the Company. The Investor understands all the risks of investing in the Company, including, without limitation, that (i) the Company has incurred losses of $2,988,035, $220,347, $487,753 and $641,124, for the fiscal year ended September 30, 2002 and each of the quarters ended December 31, 2002, March 31, 2003 and June 30, 2003, respectively, and (ii) the Company has received a “qualified” auditor’s opinion from each of its independent auditors, upon their review of the Company’s financial statements for each of the fiscal years ended September 30, 2001 and 2002 and that such opinions raise doubt about the Company’s ability to continue as a going concern. The Investor has also reviewed the risk factors contained in Part I of the Form 10-KSBSEC Documents. (e) The Investor acknowledges that the Private Placement Offering will be conducted on a “best efforts-no minimum” basis, and that there is no minimum amount of Units which must be subscribed for purchased in order to close any purchase. One or more Closings will be held at such times as agreed to by The Investor acknowledges that the Company and the determination as to the timing of Closing shall bear no relation to the aggregate amount of funds and could be with respect to one or more subscriptions. The Company may find it necessary to raise additional capital, of which there can be no assurancecapital in the future. (f) The Investor acknowledges the Memorandum has not been reviewed by the SEC or any state securities regulators. The Investor represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Investor agrees that he will not sell or otherwise transfer such securities unless they are registered under the Securities Act or unless an exemption from such registration is available. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Units. (g) The Investor understands that the Common Stock and Warrants comprising the Units and Common Stock underlying the Warrants (“Warrant Shares”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention. In this connection, the Investor understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital tax gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market exists, or for any other fixed period. The Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. (h) The Investor understands that he may never be able to liquidate his investment in the Company. Although the Company has undertaken to register under the Securities Act the Common Stock comprising Units and the shares of Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares” and collectively with the Common Stock included in the Units, the “Securities”) pursuant to a registration rights agreement of even date herewith (the “Registration Rights Agreement”), there can be no assurance that such registration will ever be effective or remain effective, or that there will be any liquidity with respect to the sale of such securities, if and when registered. The Investor understands represents that although he has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect the Investor’s ability to provide for its current needs and possible financial contingencies, and that the Investor’s commitment to all high risk investments (including this one if this purchase is agreed to and accepted by the Company) is reasonable in relation to the Investor’s Common Stock is traded on the OTC Bulletin Board, there currently is a limited public market for such securitiesnet worth and/or annual income. (ih) The Investor understands that pending an effective registration under the Securities Act, if any, the Common Stock and Stock, the Warrants comprising the Units and the Warrant Shares (collectively, “Securities”) will be restricted securities as such term is defined under Rule 144 (“Rule 144”) promulgated under the Securities Act. Rule 144 requires, among other conditions, a one year holding period prior to the resale (subject to certain volume limitations) of securities acquired in a non-public offering without having to satisfy the registration requirements of the Securities Act. The Investor understands that the Company must be current with respect to the reporting requirements under the Exchange Act and its dissemination cannot be sold except pursuant to the public of any current financial such registration or other information concerning the Company, as required by Rule 144, as one of the conditions of its availabilityan exemption therefrom. The Investor understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Securities Act, with the exception of certain registration rights set forth in Section 4 hereafter exclusively with respect to the Common Stock comprising the Units and the Warrant Shares The Investor further understands that the Company may, if it desires, permit has no obligation to register the transfer of the Securities out of his name only when his request Warrants for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act or any applicable state “blue sky” laws. The Investor agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Investor in violation of any securities laws resale under the Securities Act or under the securities laws of any state or other jurisdictionAct. (ji) The Investor understands that the Company is relying on the Investor’s representations herein and the information provided by the Investor in the Investor Questionnaire attached heretoQualification Questionnaire. Any information which the Investor has heretofore furnished to the Company in the Investor Qualification Questionnaire or otherwise, including, without limitation, information with respect to his its financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Closing he the Investor will immediately furnish such revised or corrected information to the Placement Agent and Company. (kj) The Investor understands the tax consequences of this investment and that the contents of the Memorandum do this Agreement does not contain tax advice or information. The Investor confirms that it is not relying on any statements or representations of the Company or any of its agents with respect to the tax and other economic considerations of an investment in the Units. The Investor has had the opportunity to consult with the Investor’s own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate or selling agent of the Company, with respect to the tax treatment of an investment by the Investor in the Units. The Investor also acknowledges that it is solely responsible for any of its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (lk) If the Investor is a corporation, trust, partnership or other an entity, it is authorized a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. The Investor has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement and to purchase the Units Units. The execution and delivery by the Investor of this Agreement and the person signing this Subscription Agreement on behalf consummation of such entity has the transactions contemplated hereby have been duly authorized by such entity all necessary corporate or other action on the part of the Investor. If the Investor is an individual, the Investor has the legal capacity to do soenter into this Agreement and is a bona fide resident of the state shown in the address set forth on the signature pages hereto. (ml) The Investor consents to the placement of a legend on any certificate or other documents evidencing the Securities Shares, the Warrants and the Warrant Shares substantially in the following form: (nm) The address of the Investor furnished by him at on the end of this Subscription Agreement signature pages hereto is the undersigned’s principal residence if he is an individual or its principal business address if it is a corporation or other entity. (o) The Investor acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. (pn) Except as set forth in the Memorandumherein, no representations or warranties have been made to the Investor by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Investor is not relying on any information, other than that contained in the Memorandum herein and the results of independent investigation by the Investor. (qo) Such Investor either (i) has a preexisting pre-existing personal or business relationship with the Company or any of its partners, officers, directors or controlling persons, or (ii) by reason of such Investor’s business or financial experience or the business or financial experience of such Investor’s professional advisors, who advisors (which professional advisors are unaffiliated with and who are not compensated by the Company, or any affiliate or selling agent of the Company, directly or indirectly, ) such Investor could be reasonably assumed to have the capacity to protect such Investor’s own interests in connection with the transaction. (rp) This Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent any indemnification provisions contained in this Subscription Agreement may be limited by applicable Federal or state securities laws. (sq) If the Investor is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for purchase the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, Common Stock or WarrantsSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units, Common Stock or WarrantsSecurities. Such Investor’s subscription and payment for, and his or her continued beneficial ownership of the Units, Common Stock or WarrantsSecurities, will not violate any applicable securities or other laws of the Investor’s jurisdiction. (tr) The Investor also understands and agrees that, although the Company will use its best efforts to keep confidential the information provided herein, the Company may present the information provided herein to such parties as it deems advisable (a) if called upon to establish either the availability under any Federal or state securities laws of an exemption from registration of the Private Placement Offering or compliance with any other legal requirement, or (b) if the contents hereof are relevant to any issue in any action, regulatory request, inspection, investigation, suit or proceeding to which the Company is a party, is subject, or by which it is or may be bound. Further, the Investor understands that the Private Placement Offering may be reported to the SEC pursuant to the requirements of applicable Federal law and to various state securities or blue sky commissioners pursuant to applicable laws. (s) No court or governmental injunction, order or decree affecting the Investor and prohibiting the execution and delivery by the Investor of this Agreement and the consummation of the transactions contemplated hereby is in effect, and the terms of this Agreement do not conflict with any provision of the certificate or articles of incorporation or by-laws (or comparable charter, partnership or other organizational documents) of the Investor, or conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Investor is a party. (t) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, remains to be obtained or is otherwise required to be obtained by the Investor in connection with the authorization, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation the purchase and sale of the Units. (u) [Intentionally Omitted] (v) No finder, broker, agent, financial person or other intermediary has acted on behalf of the Investor in connection with the Investor’s purchase of the Units, the consummation of this Agreement or any of the transactions contemplated hereby. The Investor has not had any direct or indirect contact with any investment banking firm (or similar firm) with respect to the offer of the Units by the Company to the Investor or the Investor’s purchase of the Units. (w) The Investors did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available, with respect to the Units or (ii) attend any seminar, meeting or investor or other conference whose attendees were, to the Investor’s knowledge, invited by any general solicitation or general advertising with respect to the Units. (x) The Investor acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Investor until the public announcement of the Offering by the Company. The Investor acknowledges that the foregoing restrictions on the Investor’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Investor from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Investor is aware and is in violation of applicable securities laws. Except for the terms of the Transaction Documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Investors or their agents or counsel with any information that constitutes material, non-public information. (y) The Investor agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section 4.7 hereof), the Investor will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by an Investor means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Investor has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether an Investor has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Investor (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Investor. (z) The foregoing acknowledgments, representations, warranties and covenants shall survive the Closing.