Common use of INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Warrants. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the Warrants. d. He can bear the economic risk of losing his entire investment in the Warrants. e. He is acquiring the Warrants for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants is being made by means of a private placement of Warrants and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act"). h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677; that all such documenxx, xxxxxxx xxx xxxxx pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Warrants are registered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the Warrants. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of New York, maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Warrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsShares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsShares. d. He can bear the economic risk of losing his entire investment in the WarrantsShares. e. He is acquiring the Warrants Shares for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that which are not readily marketable, including the Warrants Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Shares is being made by means of a private placement of Warrants Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act")Agreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road000 X. Xxxx Xxxxxx, OldsmarXxxx Xxxx, Florida 34677Xxxxxxxxx 00000; that all such documenxxdocuments, xxxxxxx xxx xxxxx records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS SHARES ARE A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. CERTAIN OF THE RISKS CONCERNING AN INVESTMENT IN THE SHARES ARE SET FORTH BELOW. HOWEVER, THERE ARE ADDITIONAL RISKS IN CONNECTION WITH SUCH INVESTMENT, AND THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT BELOW ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Warrants are registered under the Securities Act of 1933(i) Limited Operating History. To date, the undersigned Company has not generated profitable operations. There can be no assurance the Company will be required profitable or that it will be able to comply with expand its operations. The Company's success is dependent upon its ability to develop new sources of revenue and to obtain adequate financing for the provisions expansion of Rule 144 adopted by its business. There is no assurance that the Securities and Exchange Commission under the Securities ActCompany will be able to develop such revenue or obtain such financing. Investor understands Rule 144 has at least a one (1) year holding period from the execution date The growth of the Warrants and limits on Company's operations are subject to all of the amount risks inherent in development of securities that may be sold in any 90 day period. THUSnew business enterprise, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating including the merits and risks lack of an investment operating history. The likelihood or success of the Company should be considered in light of the problems, expenses and delays which are frequently encountered in the Warrants. p. All information formation of a new business and the competitive environment in which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such informationoperate. q. He is a bona fide resident of the State of New York, maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Warrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsDebenture. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission (the 'SEC") or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible foreseeable personal contingencies, and has no need for liquidity of his investment in the WarrantsDebenture. d. He can bear the economic risk of losing his entire investment in the WarrantsDebenture. e. He is acquiring the Warrants Debenture for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants Debenture and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Debenture is being made by means of a private placement of Warrants Debentures to a small group of prospective investors and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act")Agreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road2708 Alt. 19 N., OldsmarSuite 604, Florida 34677Palx Xxxxxx, XX 00000; that all such documenxxxxxx xxx xxxx xxxxxxxxx, xxxxxxx xxx xxxxx xxxords and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORYHISTORY AND THAT THE COMPANY HAS INCURRED OPERATING LOSSES AND IS CURRENTLY OPERATING AT A LOSS. l. HE UNDERSTANDS THAT THE WARRANTS ARE DEBENTURE IS A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of this investment and the risks associated with this investment therewith, or has have consulted with his own financial adviser who has advised him thereof with respect to this investment and neither he nor his advisor, if any, has no any further questions with respect thereto. n. Unless the Warrants are registered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsDebenture. p. o. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. p. He is purchasing the Debenture without relying on any offering literature or prospectus other than the information set forth herein, information furnished by the Company and the information incorporated herein by reference. The Company has furnished him with copies of the term sheet summarizing the terms of the Debentures, and the Company's Quarterly Report on Form 10-QSB as filed with the SEC on June 14, 2001. In addition to the foregoing documents, the Company incorporates by reference all filings it has made with the SEC. The complete forms of such filings are available for review at www.sec.org, or may be obtained xxxx xxx Xompany at the address shown above. q. He is a bona fide resident of the State of New York___________________, maintains his principal residence there or has a driver's license in that statethere, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the WarrantsDebenture, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants Debenture subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants Debenture is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with a copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Annual Report"); that all documents, records and books pertaining to the Company and this investment were made available to him and his representatives for review; that he has had the opportunity to ask questions of, and has been given access received satisfactory answers from, the officers and directors of the Company concerning the Company and the Debenture; and that he has had the opportunity to all underlying documents in connection with this transaction as well as obtain such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Warrants. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offeringDebenture. b. He acknowledges that neither the Annual Report or the terms of this transaction has not have been scrutinized reviewed or evaluated by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsDebenture. d. He can bear the economic risk of losing his entire investment in the WarrantsDebenture. e. He is acquiring the Warrants Debenture for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. In recognition of this investment representation, Investor agrees that he shall not otherwise sell or dispose of his Debenture. f. He does not have an overall commitment to investments that which are not readily marketable, including the Warrants Debenture and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants is being made by means of a private placement of Warrants and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act"). h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677; that all such documenxx, xxxxxxx xxx xxxxx pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS ARE DEBENTURE IS A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE . h. HE UNDERSTANDS THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE DEBENTURE IS A NON-RECOURSE DEBENTURE, SECURED ONLY BY SHARES OF THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDERCOMMON STOCK OF THE COMPANY, AND THAT HE WILL HAVE NO RIGHT TO COLLECT ANY AMOUNT DUE UNDER THE DEBENTURE FROM THE COMPANY. m. i. He understands that the principal amount of the Debenture will be reduced if the Company prepays the Debenture prior to its maturity date, as stated in the Debenture. j. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless k. He understands that neither the Warrants are Debenture, nor the common stock of the Company securing the Company's obligations under the Debenture, have been registered under the Securities Act of 1933, 1933 (the undersigned "Securities Act") or under any state securities laws and will be required to comply with the provisions of constitute "restricted securities" as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor Act ("Rule 144"). l. He understands Rule 144 that the Debenture has at least a one (1) year holding period from not been registered under the execution date Securities Act or under any state securities laws on the grounds that the issuance and sale of the Warrants Debenture to the Investor is exempt as not involving a public offering. He further acknowledges his understanding that the Company's reliance on such exemption is, in part, based upon the representations, warranties and limits on covenants of the amount of securities that Investor set forth herein. He agrees to provide such additional information and assistance as may be sold in necessary to comply with all applicable Federal and state securities registration requirements or exemptions thereto for the issuance of the Debenture, or otherwise as may be reasonably necessary for compliance with any 90 day periodand all laws and ordinances to which the Company is subject. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIESHe understands and agrees that the Debenture shall be stamped or otherwise imprinted with one or more restrictive transfer legends. o. m. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsDebenture. p. n. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. o. He is a bona fide resident purchasing the Debenture without relying on the statements of any person associated with the State of New YorkCompany or the offering which are inconsistent with those set forth in the Annual Report, maintains his principal residence there the Debenture or has a driver's license in that state, and this Subscription Agreement. p. He is at least eighteen twenty-one (1821) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Warrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. q. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned. r. The undersigned certifies as follows:: State in which his primary residence is located: _______________________ State(s) in which he files income tax returns: _______________________ States in which he holds a valid driver's license: _______________________ State in which he is registered to vote: _______________________ s. He is an "accredited investor" as defined in Rule 144 by virtue of the following (check all that are applicable): A. [ ] His individual net worth or joint net worth with his spouse as of the date hereof is in excess of $1,000,000.00. B. [ ] He had an individual income in excess of $200,000 in each of the two most recent years or joint income with his spouse in excess of $300,000 in each of those years and has reasonable expectation of reaching the same income level in the current year. t. He acknowledges that GunnAllen Financial will be paid a commission on the sale of the Debenture equal to 5% of the principal amount.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsUnits. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized or approved by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsUnits. d. He can bear the economic risk of losing his entire investment in the WarrantsUnits. e. He is acquiring the Warrants Units for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants Units and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Units is being made by means of a private placement of Warrants Units and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amended ("1934 Act")) as well as the Company's registration statement filed under the Securities Act of 1933 as amended. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677Fxxxxxx 00000; that all xxxx xxx such documenxxdocuments, xxxxxxx xxx xxxxx records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 2004, the Company's Form 8K, dated October 25, 2004, the Company's S-1 filed on November 12, 2004 and the Company's Form 10-Q for the three (3) months ended October 31, 20052004. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS UNITS ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Warrants Units are registered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period, provided the Company is current with its periodic reporting obligation under the 1934 Act. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS UNITS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS UNITS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsUnits. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of New York_________ (as noted), maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the WarrantsUnits, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants Units subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants Units is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with a copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Annual Report"); that all documents, records and books pertaining to the Company and this investment were made available to him and his representatives for review; that he has had the opportunity to ask questions of, and has been given access received satisfactory answers from, the officers and directors of the Company concerning the Company and the Common Stock; and that he has had the opportunity to all underlying documents in connection with this transaction as well as obtain such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Warrants. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offeringCommon Stock. b. He acknowledges that neither the Annual Report or the terms of this transaction has not have been scrutinized reviewed or evaluated by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsCommon Stock. d. He can bear the economic risk of losing his entire investment in the WarrantsCommon Stock. e. He is acquiring the Warrants Common Stock for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. In recognition of this investment representation, Investor agrees that he shall not otherwise sell or dispose of his Common Stock for a minimum period of at least twelve (12) months. f. He does not have an overall commitment to investments that which are not readily marketable, including the Warrants Common Stock and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants is being made by means of a private placement of Warrants and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act"). h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677; that all such documenxx, xxxxxxx xxx xxxxx pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS ARE COMMON STOCK IS A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. h. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless i. He understands that the Warrants are Common Stock has not been registered under the Securities Act of 1933, 1933 (the undersigned "Securities Act") or under any state securities laws and will be required to comply with the provisions of constitute "restricted securities" as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor Act ("Rule 144"). j. He understands Rule 144 that the Common Stock has at least a one (1) year holding period from not been registered under the execution date Securities Act or under any state securities laws on the grounds that the issuance and sale of the Warrants Common Stock to the Investor is exempt as not involving a public offering. He further acknowledges his understanding that the Company's reliance on such exemption is, in part, based upon the representations, warranties and limits on covenants of the amount of securities that Investor set forth herein. He agrees to provide such additional information and assistance as may be sold in necessary to comply with all applicable Federal and state securities registration requirements or exemptions thereto for the issuance of the Common Stock, or otherwise as may be reasonably necessary for compliance with any 90 day periodand all laws and ordinances to which the Company is subject. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIESHe understands and agrees that any certificate evidencing the shares of Common Stock shall be stamped or otherwise imprinted with one or more restrictive transfer legends. o. k. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsCommon Stock. p. l. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. m. He is a bona fide resident purchasing the Common Stock without relying on the statements of any person associated with the State of New York, maintains his principal residence there Company or has a driver's license the offering which are inconsistent with those set forth in that state, and the Annual Report. n. He is at least eighteen twenty-one (1821) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Warrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. o. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned. p. The undersigned certifies as follows:: State in which his primary residence is located: ____________________ State(s) in which he files income tax returns: ____________________ States in which he holds a valid driver's license: ____________________ State in which he is registered to vote: ____________________ q. He is an "accredited investor" as defined in Rule 144 by virtue of the following (check all that are applicable): A. [ ] His individual net worth or joint net worth with his spouse as of the date hereof is in excess of $1,000,000. B. [ ] He had an individual income in excess of $200,000 in each of the two most recent years or joint income with his spouse in excess of $300,000 in each of those years and has reasonable expectation of reaching the same income level in the current year. r. He acknowledges that GunnAllen Financial will be paid a commission on the sale of the Common Stock equal to 5% of the purchase price.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction transaction, as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsShares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized reviewed by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsShares. d. He can bear the economic risk of losing his entire investment in the WarrantsShares. e. He is acquiring the Warrants Shares for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Shares is being made by means of a private placement of Warrants Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amended ("1934 Act")amended. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road5301 Cypress Street, OldsmarSuite 111, Tampa, Florida 3467733607; that all such documenxxxxxxxxxxx, xxxxxxx xxx xxxxx pertaining to this investment xxxxxxxxxx xx xxxx xxxxstment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K KSB for the year ended July March 31, 2005 and 2003; the Company's Form Forms 10-Q QSB for the three (3) months ended October June 30, 2003, September 30, 2003 and December 31, 20052003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports"). k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE WARRANTS SHARES ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Warrants Shares are registered under the Securities Act of 1933registered, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS SHARES WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHARES SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsShares. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of New York___________, or maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the WarrantsShares, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants Shares subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants Shares is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsDebenture. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission (the 'SEC") or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible foreseeable personal contingencies, and has no need for liquidity of his investment in the WarrantsDebenture. d. He can bear the economic risk of losing his entire investment in the WarrantsDebenture. e. He is acquiring the Warrants Debenture for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants Debenture and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Debenture is being made by means of a private placement of Warrants Debentures to a small group of prospective investors and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act")Agreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road0000 Xxx. 00 X., OldsmarXxxxx 000, Florida 34677Xxxx Xxxxxx, XX 00000; that all such documenxxdocuments, xxxxxxx xxx xxxxx records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORYHISTORY AND THAT THE COMPANY HAS INCURRED OPERATING LOSSES AND IS CURRENTLY OPERATING AT A LOSS. l. HE UNDERSTANDS THAT THE WARRANTS ARE DEBENTURE IS A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of this investment and the risks associated with this investment therewith, or has have consulted with his own financial adviser who has advised him thereof with respect to this investment and neither he nor his advisor, if any, has no any further questions with respect thereto. n. Unless the Warrants are registered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the WarrantsDebenture. p. o. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. p. He is purchasing the Debenture without relying on any offering literature or prospectus other than the information set forth herein, information furnished by the Company and the information incorporated herein by reference. The Company has furnished him with copies of the term sheet summarizing the terms of the Debentures, and the Company's Quarterly Report on Form 10-QSB as filed with the SEC on June 14, 2001. In addition to the foregoing documents, the Company incorporates by reference all filings it has made with the SEC. The complete forms of such filings are available for review at xxx.xxx.xxx, or may be obtained from the Company at the address shown above. q. He is a bona fide resident of the State of New York___________________, maintains his principal residence there or has a driver's license in that statethere, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the WarrantsDebenture, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants Debenture subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants Debenture is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the WarrantsShares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the WarrantsShares. d. He can bear the economic risk of losing his entire investment in the WarrantsShares. e. He is acquiring the Warrants Shares for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that which are not readily marketable, including the Warrants Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants Shares is being made by means of a private placement of Warrants Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act")Agreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677; that all such documenxx, xxxxxxx xxx xxxxx pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. i. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-K for the year ended July 31, 2005 and the Company's Form 10-Q for the three (3) months ended October 31, 2005. k. j. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. k. HE UNDERSTANDS THAT THE WARRANTS SHARES ARE A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT CERTAIN OF THE RISKS CONCERNING AN INVESTMENT IN THE SHARES ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Warrants are registered under the Securities Act of 1933BELOW. (i) Limited Operating History. To date, the undersigned Company has not generated profitable operations. There can be no assurance the Company will be required profitable or that it will be able to comply with expand its operations. The Company's success is dependent upon its ability to develop new sources of revenue and to obtain adequate financing for the provisions expansion of Rule 144 adopted by its business. There is no assurance that the Securities and Exchange Commission under the Securities ActCompany will be able to develop such revenue or obtain such financing. Investor understands Rule 144 has at least a one (1) year holding period from the execution date The growth of the Warrants and limits on Company's operations are subject to all of the amount risks inherent in development of securities that may be sold in any 90 day period. THUSnew business enterprise, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating including the merits and risks lack of an investment operating history. The likelihood or success of the Company should be considered in light of the problems, expenses and delays which are frequently encountered in the Warrants. p. All information formation of a new business and the competitive environment in which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of will operate. See the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such attached Business Plan for further information. q. He is a bona fide resident of the State of New York, maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Warrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.