Common use of Representations and Warranties and Covenants of the Corporation Clause in Contracts

Representations and Warranties and Covenants of the Corporation. The Corporation represents and warrants to and covenants with the Subscriber, acknowledging that the Subscriber is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement, as follows: (a) it is a company duly amalgamated and organized under the laws of the Province of Ontario and is presently in good standing thereunder; (b) the Corporation has full power and authority to enter into this Subscription Agreement and to perform the same and do all other acts which may be necessary to consummate the transaction contemplated hereby; (c) the Common Shares to be issued to the Subscriber hereunder on the Closing Date and upon exercise of the Warrants comprising the Purchased Units shall be at the time of issuance by the Corporation validly issued and outstanding as fully paid and non-assessable Common Shares; (d) this Subscription Agreement has been duly executed and delivered by the Corporation and is a valid agreement enforceable in accordance with its terms; (e) the Corporation is a reporting issuer in good standing under the securities laws of the Province of Ontario and its Common Shares are listed on the OTC Bulletin Board; (f) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Corporation or of any agreement, written or oral, to which the Corporation is a party or by which the Corporation is bound (g) the Corporation has publicly disclosed all material changes in its affairs and since its last public announcement, there has not been a material adverse change in the affairs or business of the Corporation; (h) the activities of the Corporation contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (i) the Corporation will use its best efforts to cause its Common Shares to continue to be registered under Section 12(b) or (g) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), will use its best efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act until 270 calendar days after the Closing; and (j) the Corporation hereby agrees to use its best efforts to either maintain the listing of the Common Shares on the OTC Bulletin Board or complete application and listing on another U.S. market or exchange until 270 days after the Closing. The Corporation further agrees, if the Corporation applies to have the Common shares traded on any other U.S. market, it will include in such application the Purchased Securities, if possible to do so, as promptly as possible.

Representations and Warranties and Covenants of the Corporation. The Corporation represents and warrants to and covenants with the Subscriber, acknowledging that the Subscriber is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreementsubscription agreement, as follows: (a) it is a company duly amalgamated and organized under the laws of the Province of Ontario and is presently in good standing thereunder; (b) the Corporation has full power and authority to enter into this Subscription Agreement subscription agreement and to perform the same and do all other acts which may be necessary to consummate the transaction contemplated hereby; (c) the Common Shares to be issued to the Subscriber hereunder on the Closing Date and upon exercise of the Warrants comprising the Purchased Units shall be at the time of issuance by the Corporation validly issued and outstanding as fully paid and non-assessable Common Shares; (d) this Subscription Agreement agreement has been duly executed and delivered by the Corporation and is a valid agreement enforceable in accordance with its terms; (e) the Corporation is a reporting issuer in good standing under the securities laws of the Province of Ontario and its Common Shares are listed on the OTC Bulletin Board; (f) the entering into of this Subscription Agreement agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Corporation or of any agreement, written or oral, to which the Corporation is a party or by which the Corporation is bound (g) the Corporation has publicly disclosed all material changes in its affairs and since its last public announcement, there has not been a material adverse change in the affairs or business of the Corporation; (h) the activities of the Corporation contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (i) the Corporation will use its best efforts to cause its Common Shares to continue to be registered under Section 12(b) or (g) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), will use its best efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act until 270 calendar days after the Closing; and; (j) the Corporation hereby agrees to use its best efforts to either maintain the listing of the Common Shares on the OTC Bulletin Board or complete application and listing on another U.S. market or exchange until 270 days after the Closing. The Corporation further agrees, if the Corporation applies to have the Common shares traded on any other U.S. market, it will include in such application the Purchased Securities, if possible to do so, as promptly as possible; (k) at the Closing, the Corporation shall deliver a completed and duly signed instruction to transfer agent in the form of Exhibit "C" attached hereto. Such instructions shall be irrevocable by the Corporation from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be; and (l) in the event that, at any time beginning 41 days after the Closing Date, upon the request of the Subscriber, the Corporation's transfer agent fails to remove all legends from the Purchased Securities restricting the resale of the Purchased Securities in the U.S., in addition to all other remedies available to the Subscriber, provided the Subscriber gives the Corporation written notice of such failure and it has not been rectified within five (5) business days thereafter, the Corporation shall pay to the Subscriber, as liquidated damages and not as a penalty, on the last day of each month, an amount (or pro-rata portion thereof) equal to 2% of the aggregate Subscription Price of the Purchased Securities then held by the Subscriber.

Representations and Warranties and Covenants of the Corporation. The By accepting this offer, the Corporation represents and warrants to and covenants with the Subscriber, acknowledging that to the Subscriber is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement, as follows: (a) it is a company as of the Closing Date, the Corporation been duly amalgamated incorporated and organized will be validly existing under the laws of Delaware and will have all requisite corporate power and authority and be duly qualified to carry on its business in each of the Province of Ontario jurisdictions in which it is now conducted and is presently in good standing thereunderto own or lease its property and assets; (b) the unaudited financial statements and the notes thereto for the period ended September 30, 2007 and the audited financial statements and the notes thereto for the financial year ended December 31, 2006 fairly present, in all material respects, the consolidated financial position, results of operations, earnings and cash flow of the Corporation has full power as at the respective dates and authority to enter into this Subscription Agreement for the periods indicated therein and to perform such financial statements have been prepared in accordance with United States generally accepted accounting principles that were applicable as of the same and do all other acts which may be necessary to consummate the transaction contemplated herebydate thereof applied on a consistent basis; (c) there has been no material adverse change in relation to the Corporation since December 31, 2006 and no adverse material fact exists in relation to the Common Shares Shares; (d) immediately prior to be issued to Closing, the Subscriber hereunder on the Closing Date and upon exercise authorized capital of the Warrants comprising the Purchased Units shall be at the time Corporation will consist of issuance by the Corporation validly 100,000,000 Common Shares and 20,000,000 preferred shares of which no more than 16,162,331 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares; (d) this Subscription Agreement has been duly executed and delivered by Shares in the capital of the Corporation and is a valid agreement enforceable in accordance with its termsno preferred shares are issued and outstanding; (e) the Corporation is a reporting issuer in good standing under the securities laws legislation of the Province of Ontario and its Common Shares are listed on the OTC Bulletin BoardOntario; (f) the entering Corporation shall enter into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Corporation or of any agreement, written or oral, to which the Corporation is a party or by which the Corporation is boundRegistration Rights Agreement; and (g) The Corporation will not engage in any “directed selling efforts” as defined in Regulation S under the Securities Act or any form of “general solicitation” or “general advertising” as those terms are used in Regulation D under the Securities Act. The Corporation has publicly disclosed all material changes in its affairs and since its last public announcement, there has not been a material adverse change in acknowledges that the affairs or business Subscriber shall also have the benefit of each of the Corporation; (h) ’s representations, warranties and covenants in the activities of Agency Agreement and the Corporation contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (i) the Corporation will use its best efforts to cause its Common Shares to continue to be registered under Section 12(b) or (g) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), will use its best efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act until 270 calendar days after the Closing; and (j) the Corporation hereby agrees to use its best efforts to either maintain the listing of the Common Shares on the OTC Bulletin Board or complete application and listing on another U.S. market or exchange until 270 days after the Closing. The Corporation further agrees, if the Corporation applies to have the Common shares traded on any other U.S. market, it will include in such application the Purchased Securities, if possible to do so, as promptly as possibleRegistration Rights Agreement.