Common use of Representations of the Investor Clause in Contracts

Representations of the Investor. In connection with, and in consideration of the sale of the Securities to the undersigned, the undersigned hereby represents and warrants to the Company that the undersigned: A. has been given access to full and complete information regarding the Company (including the opportunity to meet with the Company's officers and review all documents as the undersigned may have requested in writing); has utilized such access to the undersigned's satisfaction for the purpose of obtaining information in addition to, or verifying information included in IGCA's filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10-K for the Fiscal Year ended December 31, 2000 (the "SEC Filings"); and has been given reasonable opportunity to ask questions of, and receiving answers from, such representatives of the Company concerning the terms and conditions of the offering of the securities offered hereby; B. realizes that the Note is unsecured and that a purchase of the Securities represents a speculative investment involving a high degree of risk, including but not limited to the reasons described in the SEC Filings; C. understands that the Note is not convertible into IGCA's common stock; D. understands that the Company's common stock may only be sold pursuant to a registration statement relating to such securities or pursuant to an exemption from registration; E. can bear the economic risk of an investment in the Securities, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Securities, and can afford to hold such securities indefinitely; F. realizes that there will be no market for the Securities, that there are significant restrictions on the transferability of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period; G. realizes that the Securities have not been registered for sale under the Act, or applicable state securities laws (the "State Laws"), and may be sold only pursuant to registration under the Act and State Laws, or an opinion of counsel satisfactory to counsel for the Company that such registration is not required; H. believes that the investment in the Securities is suitable for the undersigned based upon the undersigned's investment objectives and financial needs, and the undersigned has adequate means to provide for the undersigned's current financial needs and personal/business contingencies and has no need for liquidity of investment with respect to the Securities; and I. is experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in the Securities, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative who such investor intends to use in connection with a decision as to whether to purchase the Securities and who together with such investor has such knowledge and experience in financial and business matters that they are together capable of evaluating the merits and risks of investing in the Securities).

Representations of the Investor. In connection with, and in consideration of the sale of the Securities to the undersigned, the undersigned hereby The Investor represents and warrants to the Company that the undersignedas follows: A. (a) The Investor (i) is an "Accredited Investor," as that term is defined in Regulation D under the Securities Act; (ii) has been given access to full such knowledge, skill and complete information regarding experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company (including and the opportunity to meet with the Company's officers and review all documents suitability thereof as the undersigned may have requested in writing); has utilized such access to the undersigned's satisfaction an investment for the purpose of obtaining Investor; (iii) has received such documents and information in addition to, or verifying information included in IGCA's filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10-K for the Fiscal Year ended December 31, 2000 (the "SEC Filings"); as it has requested and has been given reasonable had an opportunity to ask questions of, and receiving answers from, such of representatives of the Company concerning the terms and conditions of the offering investment proposed herein, and such questions were answered to the satisfaction of the securities offered hereby; B. realizes that Investor; and (iv) is in a financial position to hold the Note Warrant and shares of Common Stock issued upon exercise thereof for an indefinite time and is unsecured and that a purchase of the Securities represents a speculative investment involving a high degree of risk, including but not limited able to the reasons described in the SEC Filings; C. understands that the Note is not convertible into IGCA's common stock; D. understands that the Company's common stock may only be sold pursuant to a registration statement relating to such securities or pursuant to an exemption from registration; E. can bear the economic risk of an investment in the Securities, can afford to sustain and withstand a complete loss of such investment, has no need for liquidity in connection with an its investment in the SecuritiesCompany. (b) The Investor is acquiring the Warrant and any Common Stock issuable upon exercise thereof for investment for its own account and not with a view to, and can afford to hold such securities indefinitely;or for resale in connection with, any distribution thereof. F. realizes that there will be no market for the Securities, that there are significant restrictions on the transferability of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period; G. realizes (c) The Investor understands that the Securities Warrant and any Common Stock issuable upon exercise thereof have not been registered for sale under applicable state or federal securities laws. The Investor acknowledges that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the Commission, the shares of Common Stock issuable upon the exercise of the Warrant will be required to be held indefinitely, unless and until registered under the ActSecurities Act and applicable state securities laws, or unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available, in which case the Investor may still be limited as to the number of such shares that may be sold. The Investor agrees that neither the Warrant nor the shares of Common Stock issued on exercise thereof will be offered, sold or transferred (except by registration under the Securities Act and applicable state securities laws) in the absence of a favorable opinion of counsel reasonably satisfactory to the Company, in form and substance reasonably satisfactory to the Company, or other evidence reasonably acceptable to the Company as appropriate, that the Warrant or any shares issuable upon exercise of the Warrant may not be sold without registration under the Securities Act and applicable state securities laws, and the certificates representing the Warrant and any Common Stock issuable upon exercise thereof will bear a conspicuous legend in substantially the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "State Laws1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE A VIOLATION OF THE 1933 ACT AND THE STATE ACTS. Notwithstanding the foregoing, the certificates representing the Warrant and may be sold only pursuant to any Common Stock issuable upon exercise thereof need not bear the foregoing legend if (i) such transfer is in accordance with the provisions of Rule 144 promulgated under the Securities Act (or any other rule permitting public sale without registration under the Act and State Laws, Securities Act); or an (ii) the opinion of counsel satisfactory referred to counsel above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. (d) All action on the part of the Investor necessary for the Company that such registration is not required; H. believes that acquisition of the investment in Warrant and the Securities is suitable for consummation of the undersigned based upon the undersigned's investment objectives transactions contemplated herein, has been duly and financial needsvalidly taken, and this Agreement is a valid and binding obligation of the undersigned has adequate means to provide for Investor, enforceable against the undersigned's current financial needs and personal/business contingencies and has no need for liquidity Investor in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of investment with respect general application relating to the Securities; and I. is experienced enforcement of creditors' rights and knowledgeable in financial and business matters, capable general principles of evaluating the merits and risks of investing in the Securities, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative who such investor intends to use in connection with a decision as to whether to purchase the Securities and who together with such investor has such knowledge and experience in financial and business matters that they are together capable of evaluating the merits and risks of investing in the Securities)equity.

Representations of the Investor. In connection with, and in consideration of the sale of the Securities to the undersigned, the undersigned hereby The Investor represents and warrants to the Company that the undersignedfollowing statements are true, correct and complete as of the date hereof: A. (a) The Investor (i) is an "Accredited Investor," as that term is defined in Regulation D under the Securities Act; (ii) has been given access to full such knowledge, skill and complete information regarding experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company (including and the opportunity to meet with the Company's officers and review all documents suitability thereof as the undersigned may have requested in writing); has utilized such access to the undersigned's satisfaction an investment for the purpose of obtaining Investor; (iii) has received such documents and information in addition to, or verifying information included in IGCA's filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10-K for the Fiscal Year ended December 31, 2000 (the "SEC Filings"); as it has requested and has been given reasonable had an opportunity to ask questions of, and receiving answers from, such of representatives of the Company concerning the terms and conditions of the offering investment proposed herein, and such questions were answered to the satisfaction of the securities offered hereby; B. realizes that Investor; and (iv) is in a financial position to hold the Note Warrant and shares of Common Stock issued upon exercise thereof for an indefinite time and is unsecured and that a purchase of the Securities represents a speculative investment involving a high degree of risk, including but not limited able to the reasons described in the SEC Filings; C. understands that the Note is not convertible into IGCA's common stock; D. understands that the Company's common stock may only be sold pursuant to a registration statement relating to such securities or pursuant to an exemption from registration; E. can bear the economic risk of an investment in the Securities, can afford to sustain and withstand a complete loss of such investment, has no need for liquidity in connection with an its investment in the SecuritiesCompany. (b) The Investor is acquiring the Warrant and any Common Stock issuable upon exercise thereof for investment for its own account and not with a view to, and can afford to hold such securities indefinitely; F. realizes that there will be no market or for the Securitiesresale in connection with, that there are significant restrictions on the transferability any distribution thereof in violation of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period;Act. G. realizes (c) The Investor understands that the Securities Warrant and any Common Stock issuable upon exercise thereof have not been registered for sale under applicable state or federal securities laws. The Investor acknowledges that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the SEC, the shares of Common Stock issuable upon the exercise of the Warrant will be required to be held indefinitely, unless and until registered under the ActSecurities Act and applicable state securities laws, or unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available, in which case the Investor may still be limited as to the number of such shares that may be sold. The Investor acknowledges that the certificate representing the Warrant and any Common Stock issuable upon exercise thereof will bear a conspicuous legend in substantially the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (the THE "State Laws1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE A VIOLATION OF THE 1933 ACT AND THE STATE ACTS. Notwithstanding the foregoing, the certificates representing the Warrant and may be sold only pursuant to any Common Stock issuable upon exercise thereof need not bear the foregoing legend if the Warrant or Common Stock has been transferred and (i) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Act and State Laws, or Securities Act); (ii) the Company receives an opinion of counsel reasonably satisfactory to counsel the Company to the effect that the holder and any subsequent holder (other than an Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act; or (iii) such securities are sold pursuant to an effective registration statement under the Securities Act. (d) All action on the part of the Investor necessary for the Company that such registration is not required; H. believes that acquisition of the investment in Warrant and the Securities is suitable for consummation of the undersigned based upon the undersigned's investment objectives transactions contemplated herein has been duly and financial needsvalidly taken, and this Agreement is a valid and binding obligation of the undersigned has adequate means to provide for Investor, enforceable against the undersigned's current financial needs and personal/business contingencies and has no need for liquidity Investor in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of investment with respect general application relating to the Securities; and I. is experienced enforcement of creditors' rights and knowledgeable in financial and business matters, capable general principles of evaluating the merits and risks of investing in the Securities, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative who such investor intends to use in connection with a decision as to whether to purchase the Securities and who together with such investor has such knowledge and experience in financial and business matters that they are together capable of evaluating the merits and risks of investing in the Securities)equity.

Representations of the Investor. In connection with, and in consideration of the sale of the Securities to the undersigned, the undersigned hereby The Investor represents and warrants to the Company that the undersignedfollowing statements are true, correct and complete as of the date hereof: A. (a) The Investor (i) is an "Accredited Investor," as that term is defined in Regulation D under the Securities Act; (ii) has been given access to full such knowledge, skill and complete information regarding experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company (including and the opportunity to meet with the Company's officers and review all documents suitability thereof as the undersigned may have requested in writing); has utilized such access to the undersigned's satisfaction an investment for the purpose of obtaining Investor; (iii) has received such documents and information in addition to, or verifying information included in IGCA's filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10-K for the Fiscal Year ended December 31, 2000 (the "SEC Filings"); as it has requested and has been given reasonable had an opportunity to ask questions of, and receiving answers from, such of representatives of the Company concerning the terms and conditions of the offering investment proposed herein, and such questions were answered to the satisfaction of the securities offered hereby; B. realizes that Investor; and (iv) is in a financial position to hold the Note Warrants and shares of Common Stock issued upon exercise thereof for an indefinite time and is unsecured and that a purchase of the Securities represents a speculative investment involving a high degree of risk, including but not limited able to the reasons described in the SEC Filings; C. understands that the Note is not convertible into IGCA's common stock; D. understands that the Company's common stock may only be sold pursuant to a registration statement relating to such securities or pursuant to an exemption from registration; E. can bear the economic risk of an investment in the Securities, can afford to sustain and withstand a complete loss of such investment, has no need for liquidity in connection with an its investment in the SecuritiesCompany. (b) The Investor is acquiring the Warrants and any Common Stock issuable upon exercise thereof for investment for its own account and not with a view to, and can afford to hold such securities indefinitely; F. realizes that there will be no market or for the Securitiesresale in connection with, that there are significant restrictions on the transferability any distribution thereof in violation of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period;Act. G. realizes (c) The Investor understands that the Securities Warrant and any Common Stock issuable upon exercise thereof have not been registered for sale under applicable state or federal securities laws. The Investor acknowledges that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the SEC, the shares of Common Stock issuable upon the exercise of the Warrant will be required to be held indefinitely, unless and until registered under the ActSecurities Act and applicable state securities laws, or unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available, in which case the Investor may still be limited as to the number of such shares that may be sold. The Investor acknowledges that the certificates representing the Warrants and any Common Stock issuable upon exercise thereof will bear a conspicuous legend in substantially the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (the THE "State Laws1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE A VIOLATION OF THE 1933 ACT AND THE STATE ACTS. Notwithstanding the foregoing, the certificates representing the Warrants and may be sold only pursuant to any Common Stock issuable upon exercise thereof need not bear the foregoing legend if (i) such Common Stock has been transferred in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Act and State LawsSecurities Act), or (ii) the Company receives an opinion of counsel reasonably satisfactory to counsel the Company to effect that the holder and any subsequent holder (other than an Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or (iii) such shares of Common Stock are sold pursuant to an effective registration statement under the Securities Act. (d) All action on the part of the Investor necessary for the Company that such registration is not required; H. believes that acquisition of the investment in Warrants and the Securities is suitable for consummation of the undersigned based upon the undersigned's investment objectives transactions contemplated herein has been duly and financial needsvalidly taken, and this Agreement is a valid and binding obligation of the undersigned has adequate means to provide for Investor, enforceable against the undersigned's current financial needs and personal/business contingencies and has no need for liquidity Investor in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of investment with respect general application relating to the Securities; and I. is experienced enforcement of creditors' rights and knowledgeable in financial and business matters, capable general principles of evaluating the merits and risks of investing in the Securities, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative who such investor intends to use in connection with a decision as to whether to purchase the Securities and who together with such investor has such knowledge and experience in financial and business matters that they are together capable of evaluating the merits and risks of investing in the Securities)equity.