Common use of Subscriber Representations and Warranties Clause in Contracts

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period ended June 30, 2007 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period quarter ended June September 30, 2007 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (( “SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period ended June 30, 2007 and its annual transition report on Form 10-KSB for the year ended December 31September 30, 2006 2007 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period quarter ended June September 30, 2007 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 2005 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period quarter ended June 30March 31, 2007 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the period ended June 30December 31, 2007 and its annual transition report on Form 10-KSB for the year ended December 31September 30, 2006 2007 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units Unit is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units Unit as an investment; (iii) there will be restrictions on the transferability of the Shares Note and Warrants Warrant comprising the Units Unit under the Securities Laws, and there will be no public market for the Shares Note or WarrantsWarrant, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the UnitsUnit; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units Unit will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units Unit or approved or disapproved an investment in the UnitsUnit. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units Unit to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units Unit for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.