Common use of Representations Regarding the Acquisition of the Shares Clause in Contracts

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned Holder understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIESShares are being issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance, in part, upon the exemptions provided in Section 3(a)(9) and Section 4(2) of the Securities Act and Regulation S (“Regulation S”) promulgated under the Securities Act. Holder further understands that such exemptions depend in part upon, and that the Shares are being issued in reliance on, the representations and warranties set forth in this Agreement; (b) The Buyer undersigned Holder understands that (i) the Shares have not been registered under the Securities Act, or any applicable state securities laws, and may not be sold, offered for sale, pledged or hypothecated or otherwise transferred in the absence of such registration or an exemption from such registration requirements under the Securities Act, (ii) any such transfer may also be subject to compliance with applicable state securities laws and the laws of other applicable jurisdictions and (iii) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any state or foreign securities agencies; (c) The undersigned Holder understands and acknowledges that the certificate or certificates evidencing the Shares, and any substitutions or replacements thereof, shall bear a legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS;” (d) The Holder is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers Holder and not with a view to, or for, resale in connection with any distribution with in within the meaning of the federal securities act, the state securities acts or any other applicable state securities actslaws; (ce) The Buyer Holder understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer Holder represents that it he is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer Holder has been givengiven or has had access to: (1) All all material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports and registration statements filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicileSEC. The Shares being acquired from Holder is not relying on any representations or warranties of the Company have not been registered under federal, state or foreign laws.regarding the Shares other than as expressly set forth herein;

Representations Regarding the Acquisition of the Shares. (a) The undersigned Buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Sellers' Shares solely for investment for the account of the Buyers Buyer and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities actslaws; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibinggifting, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or Neither the Company nor the Sellers are under no an obligation to register or seek an exemption under any federal and/or federal, state or foreign securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is he and his principals are sophisticated and has have had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company Sellers to the extent that the Company and the Company Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company Sellers and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports and registration statements filed with the Securities and Exchange CommissionSEC. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company Sellers have not been registered under federal, state or foreign laws. The Buyer acknowledges that the Sellers may not have complied with the foregoing laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Buyer waives any and all rights, claims or causes of action they may have against the Sellers and the Company under the laws of their citizenship, the United States or any of the states, as a result of the Sellers' failure to comply with applicable securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands undersigned understand that the SAID SHARES OF THE BUYER TO BE RECEIVED FROM THE BUYER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is Sellers are not an underwriter underwriters and is are acquiring the Seller's Shares said shares of the Buyer solely for investment for the their own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands Sellers understand the speculative nature and risks of investments associated with the Company Buyer and confirms confirm that the Shares said shares of the Buyer are suitable and consistent with his or her their investment program and that his or her their financial position enables him or her them to bear the risks of this investment; and that there may not be any public market for the Shares said shares of the Buyer subscribed for herein; (d) The Shares subscribed for herein said shares of the Buyer to be received by the Sellers may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and or any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Sellers hereby agrees agree that any Shares shares of the Buyer acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock shares of the Company Buyer or to cause or permit such stock shares to be transferred in the absence of any such registration or exemption and that the Buyer Sellers herein must hold such stock shares indefinitely unless such stock is shares are subsequently registered under any federal and/or state securities acts or an any exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has Sellers have been given: : (1) All all material books and records of the CompanyBuyer; and (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission.transactions; (h) The Buyer has Sellers have satisfied the suitability standards imposed by the laws of his/hers/its domiciletheir respective state securities laws. The Shares said shares of the Buyer being acquired from the Company Buyer have not been registered under federalfederal or state securities laws. The Sellers acknowledge that the Buyer has not complied with any state securities laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Sellers waive any and all rights, claims or causes of action they may have against the Buyer under any state or foreign securities laws as a result of the Buyer's failure to comply with applicable state securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's ’s Shares solely for investment for the account of the Buyers undisclosed principals and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company Sellers to the extent that the Company and the Company Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; and, (3) an opportunity to question the Company Sellers and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission.officers; (h) The Buyer Seller has satisfied the suitability standards imposed by the laws of his/hers/its domicileNevada laws. The Shares being acquired from the Company Sellers have not been registered under federalfederal or state laws. The Buyer acknowledges that the Sellers may not have complied with Nevada laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, state the Buyer waives any and all rights, claims or foreign causes of action they may have against the Sellers and the Company under the laws of Nevada as a result of the Sellers’ failure to comply with applicable securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands undersigned, Liaison Design and Sellers understand that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is Sellers are not an underwriter underwriters and is are acquiring the SellerBuyer's Shares solely for investment for the his or her own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands Sellers understand the speculative nature and risks of investments associated with the Company Buyer and confirms confirm that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Sellers hereby agrees agree that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Buyer or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer Sellers herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has Sellers have had the opportunity to ask questions of the Company and the Seller Buyer and receive additional information from the Company and the Company Buyer to the extent that the Company and the Company Buyer possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the CompanyBuyer. Further, the Buyer has Sellers have been given: : (1) All material books and records of the CompanyBuyer; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; (3) an opportunity to question the Company Buyer and the appropriate executive officers of the Companyofficers; and, , (4) has received all documents and reviewed all reports filed with the Securities and Exchange Commission.SEC; and, (h) The Buyer has Sellers have satisfied the suitability standards imposed by the laws of his/hers/its domiciletheir respective securities laws. The Shares being acquired from the Company Buyer have not been registered under federalfederal or state securities laws. The Sellers acknowledges that the Buyer has not have complied with any securities laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Seller waives any and all rights, claims or causes of action they may have against the Buyer under any securities laws as a result of the Buyer's failure to comply with applicable state or foreign securities laws.

Representations Regarding the Acquisition of the Shares. (a) The undersigned Buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her its investment program and that his or her its financial position enables him or her its to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company Sellers to the extent that the Company and the Company Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company Sellers and the appropriate executive officers of the Company; and, (4) has received and reviewed copies of all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company Sellers have not been registered under federal, state or foreign laws. The Buyer acknowledges that the Sellers may not have complied with the foregoing laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Buyer waives any and all rights, claims or causes of action they may have against the Sellers and the Company under the laws of their citizenship, the United States or any of the states, as a result of the Sellers' failure to comply with applicable securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the SellerSell- er's Shares solely for investment for the account of the Buyers undisclosed principals and not with a view to, or for, resale in connection with any distribution with in within the meaning mean- ing of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company Mind Solutions Inc. and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial fi- nancial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Mind Solutions Inc. and the prior opinion of counsel for the Company Mind Solutions Inc. that such disposition will not violate federal and/or and/ or state securities acts. Disposition shall include, but is not limited to acts of sellingsell- ing, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Mind So- lutions Inc., a Nevada corporation or to cause or permit such stock to be transferred trans- ferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered regis- tered under any federal and/or state securities acts or an exemption from registration registra- tion is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company Mind Solutions Inc. and the Seller Sellers and receive additional information from the Company Mind Solutions Inc. and the Company Sellers to the extent that the Company Mind Solutions Inc. and the Company Sellers possessed such information, or could acquire it without unreasonable effort ef- fort or expense necessary to evaluate the merits and risks of any investment in the Company. Mind Solutions Inc. Further, the Buyer has been given: (1) All material books and records of the CompanyMind Solutions Inc., a Nevada corporation; (2) all material contracts con- tracts and documents relating to the Company and this proposed transactiontransactions; and, (3) an opportunity to question the Company Sellers and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.officers;

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that Seller is acquiring the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIESShares in connection with this Agreement for investment purposes only and does not intend to resell or distribute such Shares, except pursuant to an offering registered with the Securities and Exchange Commission. No other person has or will have a direct or indirect beneficial interest in the Shares acquired in connection with this Agreement; (b) The Buyer Seller is not a person who either alone or with his or her purchaser representative(s) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities actsBuyer; (c) The Buyer Seller understands that the Shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act and that the Shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (d) The Seller understands the speculative nature and risks of investments associated with the Company Buyer and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her it is able to bear the risks risk of this the investment; , and that there may not be any public market for the Shares subscribed for received herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to The Seller has freely entered this Agreement shall be without preference as and has been subject to assetsneither pressure to make a hasty or uninformed decision to enter into this Agreement nox xxxicitation to receive the Shares; (f) The Company or Neither the Company are Buyer nor the Seller is under no an obligation to register or seek an exemption under any federal and/or state securities acts for any stock sale or transfer of the Company or to cause or permit such stock to be transferred in Shares by the absence of any such registration or exemption Seller, and the Seller hereby acknowledges that the Shares may not be sold, transferred, assigned or hypothecated unless there is an effective registration statement under the Securities Act covering the Shares, the sale is made in accordance with Rule 144 under the Securities Act, or the Buyer herein must hold receives an opinion of counsel of the Seller reasonably satisfactory to the Buyer, stating that such stock indefinitely unless such stock sale, transfer, assignment or hypothecation is subsequently registered under any federal and/or state securities acts or an exemption exempt from the registration is availableand prospectus delivery requirements of the Securities Act; (g) The Buyer represents that it is sophisticated and Seller has had the opportunity to ask questions of the Company and the Seller Buyer and receive additional information from the Company and the Company Buyer to the extent that the Company and the Company Buyer possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the CompanyBuyer. Further, the Buyer Seller has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) given an opportunity to question the Company and the appropriate executive officers of the CompanyBuyer. The Seller hereby acknowledges that the Buyer has suffered a loss for the fiscal quarter ended September 30, 2003; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Seller hereby acknowledges that the shareholder lock-up agreement with respect to the Shares between the Buyer has satisfied and the suitability standards imposed by Seller in the laws form attached hereto as Exhibit E shall follow the Shares upon the sale, transfer, assignment or hypothecation of his/hers/its domicile. The any or all of the Shares being acquired from to any transferee of the Company have not been registered under federal, state or foreign lawsSeller.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been or will be given: : (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned Seller understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer Seller is not an underwriter and is acquiring the SellerBuyer's Shares solely for investment for the his or her own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer Seller understands the speculative nature and risks of investments associated with the Company Buyer and confirms that the Shares are suitable and consistent with his or her its investment program and that his or her its financial position enables him or her it to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed issued for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Seller hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Buyer or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer Seller herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and Seller has had the opportunity to ask questions of the Company Buyer and the Seller and receive has received additional information from the Company and the Company Buyer to the extent that the Company and the Company Buyer possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the CompanyBuyer. Further, the Buyer has been given: delivered to Seller and Seller acknowledges receipt of the following: (1) All material books and records of the CompanyBuyer; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; (3) an opportunity to question all filings made with the Company and the appropriate executive officers of the CompanySEC; and, (4) has received and reviewed all reports filed with financial statements of the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.Buyer; and,

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR PROVINCIAL SECURITIES AGENCIESAGENCY; (b) The Buyer Each of the Buyers is not an underwriter and is acquiring the Seller's Sellers’ Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal U.S. or Canadian securities act, the state securities acts or any other applicable state securities actslaws; (c) The Buyer Each of the Buyers understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with each of his or her investment program and that each of his or her financial position enables him or her each to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and Each of the Buyers has had the opportunity to ask questions of the Company and the Seller Sellers and receive additional information from the Company and the Company Sellers to the extent that the Company and the Company Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, each of the Buyer Buyers has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; (3) copies of all documents filed with the United States Securities and Exchange Commission; and, (4) an opportunity to question the Company Sellers and the appropriate Company’s executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission.officers; (h) The Buyer Each of the Buyers has satisfied the suitability standards imposed by the laws of his/hers/its domicileCanadian federal and provincial laws. The Shares being acquired from the Company Sellers have not been registered under federal, state or foreign Canadian federal or provincial laws. Each of the Buyers acknowledges that the Sellers may not have complied with Canadian federal or provincial laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, each of the Buyers waives any and all rights, claims or causes of action they may have against the Sellers and the Company under the laws of Canada or the United States of America as a result of the Sellers’ failure to comply with applicable U.S. or Canadian federal and provincial securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands undersigned, Liaison Design and Sellers understand that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is Sellers are not an underwriter underwriters and is are acquiring the SellerBuyer's Shares solely for investment for the his or her own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands Sellers understand the speculative nature and risks of investments associated with the Company Buyer and confirms confirm that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Sellers hereby agrees agree that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Buyer or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer Sellers herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has Sellers have had the opportunity to ask questions of the Company and the Seller Buyer and receive additional information from the Company and the Company Buyer to the extent that the Company and the Company Buyer possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the CompanyBuyer. Further, the Buyer has Sellers have been given: (1) All material books and records of the CompanyBuyer; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; (3) an opportunity to question the Company Buyer and the appropriate executive officers of the Companyofficers; and, (4) has received all documents and reviewed all reports filed with the Securities and Exchange Commission.SEC; and, (h) The Buyer has Sellers have satisfied the suitability standards imposed by the laws of his/hers/its domiciletheir respective securities laws. The Shares being acquired from the Company Buyer have not been registered under federalfederal or state securities laws. The Sellers acknowledges that the Buyer has not have complied with any securities laws in seeking an exemption from the transactions contemplated by this Agreement. Accordingly, the Seller waives any and all rights, claims or causes of action they may have against the Buyer under any securities laws as a result of the Buyer's failure to comply with applicable state or foreign securities laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers undisclosed principals and not with a view to, or for, resale in connection with any distribution with in within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company Rapid Fire Marketing, Inc. and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Rapid Fire Marketing, Inc. and the prior opinion of counsel for the Company Rapid Fire Marketing, Inc. that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company Sellers are under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Rapid Fire Marketing, Inc., a Nevada corporation or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company Rapid Fire Marketing, Inc. and the Seller Sellers and receive additional information from the Company Rapid Fire Marketing, Inc. and the Company Sellers to the extent that the Company Rapid Fire Marketing, Inc. and the Company Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Rapid Fire Marketing, Inc. Further, the Buyer has been given: (1) All material books and records of the CompanyRapid Fire Marketing, Inc., a Nevada corporation; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; and, (3) an opportunity to question the Company Sellers and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.officers;

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.

Representations Regarding the Acquisition of the Shares. (a) The Buyer undersigned Seller understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES; (b) The Buyer Seller is not an underwriter and is acquiring the SellerBuyer's Shares solely for investment for the his or her own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer Seller understands the speculative nature and risks of investments associated with the Company Buyer and confirms that the Shares are suitable and consistent with his or her its investment program and that his or her its financial position enables him or her it to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed issued for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Seller hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Buyer or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer Seller herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that it is sophisticated and Seller has had the opportunity to ask questions of the Company Buyer and the Seller and receive has received additional information from the Company and the Company Buyer to the extent that the Company and the Company Buyer possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the CompanyBuyer. Further, the Buyer has been givendelivered to Seller and Seller acknowledges receipt of the following: (1) All material books and records of the CompanyBuyer; (2) all material contracts and documents relating to the Company and this proposed transactiontransactions; (3) all filings made with the SEC; (4) all financial statements of the Buyer; and, (5) an opportunity to question the Company Buyer and the appropriate executive officers of the Company; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission.officers; (h) The Buyer Seller has satisfied the suitability standards imposed by the laws of his/hers/its domicilethe State of Nevada. The Shares being acquired issued from the Company Buyer have not been registered under federal, federal or state or foreign laws.

Representations Regarding the Acquisition of the Shares. Seller jointly and severally represents and warrants to Buyer as follows: (a) The Buyer understands undersigned, MAM and Sellers understand that the BUYERS SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIESCOMMISSION; (b) The Buyer is Sellers are not an underwriter underwriters and is are acquiring the SellerBuyer's Shares solely for investment for the his or her own account of the Buyers and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; (c) The Buyer understands Sellers understand the speculative nature and risks of investments associated with the Company Buyer and confirms confirm that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company Buyer and the prior opinion of counsel for the Company Buyer that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gibing, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer Sellers hereby agrees agree that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company or the Company are Buyer is under no obligation to register or seek an exemption under any federal and/or state securities acts for any stock of the Company Buyer or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer Sellers herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an any exemption from registration is available; (g) The Buyer represents that it is sophisticated and has had the opportunity to ask questions of the Company and the Seller and receive additional information from the Company and the Company to the extent that the Company and the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) All material books and records of the CompanyBuyer; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the Company and the appropriate executive officers of the Companytransactions; and, (4) has received and reviewed all reports filed with the Securities and Exchange Commission. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/hers/its domicile. The Shares being acquired from the Company have not been registered under federal, state or foreign laws.,