Common use of Consultant Representations Clause in Contracts

Consultant Representations. (a) Consultant has all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of Consultant and has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). (b) The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares. The Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in the Shares. (c) The Consultant further acknowledges and represents that it has (A) reviewed the Company's Annual Report on Form 10-KSB as filed with the SEC on March 20, 2006; and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant to make an informed investment decision with respect to the purchase of the Shares, and that it has received any such information that it has requested. (d) The Consultant further acknowledges and represents that (A) the Consultant is an "accredited investor" as that term is defined in Rule 401(a) of Regulation D; (B) the Consultant is acquiring the Shares for investment purposes only, and is not acquiring the Shares for the purpose of sale or distribution; and (C) the Consultant understands that the Shares are not registered under the 1933 Act and cannot be sold or otherwise disposed of except in compliance with the 1933 Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION, OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS IN FACT APPLICABLE TO SAID SHARES.

Consultant Representations. (a) Consultant has will comply with all requisite corporate power federal and authority state regulatory and exchange disclosure requirements relating to enter into this Agreement compensation received by Consultant. Consultant must include an appropriate legend on all distributed material describing the compensation received and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of Consultant and has been duly executed and delivered receivable by Consultant from Client. Consultant will fully disclose on all distributable material any interest it has in Client. Consultant represents and constitutes a legal, valid and binding agreement of Consultant, enforceable warrants that it will not violate any state or federal laws in accordance connection with its terms (except as enforceability may be work for the Client under this Agreement. Consultant will not violate any federal or state laws relating to delivery of unsolicited information by any means including, but not limited by applicable bankruptcyto fax, insolvency email, mail or similar laws)telephonically. (b) The Consultant acknowledges has been furnished with or has obtained from the ▇▇▇▇▇ Website of the Securities and represents that it is experienced Exchange Commission all filings made by the Client with the Commission available at the ▇▇▇▇▇ website (hereinafter referred to collectively as the "Reports"). In addition, the Consultant has received from the Client such other information concerning its operations, financial condition and other matters as the Consultant has requested in evaluating writing, and investing considered all factors the Consultant deems material in speculative, high risk and start-up companies and companies similar to deciding on the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable advisability of evaluating accepting the merits and risks of purchasing the Shares. The Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in the SharesCommon Stock as compensation. (c) The Consultant further acknowledges is an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and represents that it business matters, has (A) reviewed made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the Company's Annual Report on Form 10-KSB past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as filed with the SEC on March 20, 2006; and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant to utilize the information made available by the Client to evaluate the merits and risks of and to make an informed investment decision with respect to the Common Stock, which represents a speculative investment. The Consultant has the authority and is duly and legally qualified to purchase and own the Common Stock. The Consultant is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The issuance of the Shares, and that it has received any such information that it has requestedCommon Stock to the Consultant as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of the residence of the Consultant. (d) The Consultant further acknowledges and represents that (A) the Consultant is neither a registered broker-dealer nor an "accredited investor" as that term is defined in Rule 401(a) affiliate of Regulation D; (B) the Consultant is acquiring the Shares for investment purposes only, and is not acquiring the Shares for the purpose of sale or distribution; and (C) the Consultant understands that the Shares are not a registered under the 1933 Act and cannot be sold or otherwise disposed of except in compliance with the 1933 Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION, OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS IN FACT APPLICABLE TO SAID SHARESbroker-dealer.

Consultant Representations. Consultant agrees and represents: (a) Consultant has all requisite corporate power that he is an independent contractor and authority not an employee or agent of the Company and that in acting pursuant to enter into this Agreement engagement he will not legally bind or obligate the Company in any manner whatsoever; and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of Consultant and has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). (b) The that the execution and delivery of his performance under this Agreement shall not violate or breech any agreement, contract or obligation currently in existence between the Consultant acknowledges and any third party. In addition, the Consultant represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Company with respect to the Warrants and the common shares underlying them that: (A) Consultant acknowledges is acquiring the Warrant for his own account, for investment and represents not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”); (B) Consultant understands that it neither the Warrant nor the common shares underlying the Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Consultant indefinitely, and that the Consultant must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration; (C) Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act and has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of purchasing the Shares. The purchase and acceptance of the Warrant and of protecting his interests in connection therewith, and; (D) Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in the Shares. (c) The Consultant further acknowledges entire loss of any and represents that it has (A) reviewed the Company's Annual Report on Form 10-KSB as filed with the SEC on March 20, 2006; all value and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant to make an informed investment decision with respect to the purchase economic benefits of the Shares, and that it has received any such information that it has requestedWarrant. (d) The Consultant further acknowledges and represents that (A) the Consultant is an "accredited investor" as that term is defined in Rule 401(a) of Regulation D; (B) the Consultant is acquiring the Shares for investment purposes only, and is not acquiring the Shares for the purpose of sale or distribution; and (C) the Consultant understands that the Shares are not registered under the 1933 Act and cannot be sold or otherwise disposed of except in compliance with the 1933 Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION, OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS IN FACT APPLICABLE TO SAID SHARES.

Consultant Representations. (Consultant hereby represents and warrants to the Company as follows: a) The Shares are being acquired by the Consultant has for its account, for investment purposes only and not with a view to the sale or distribution of all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the or any part of Consultant and has been duly executed and delivered by Consultant and constitutes a legalthe Shares, valid and binding agreement of Consultant, enforceable nor with any present intention to sell or to in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws)any way distribute the Shares. (b) The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such sufficient knowledge and experience in financial and business matters that it is so as to be capable of evaluating the merits and risks of purchasing the Shares. The Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in acquiring the Shares. (c) The Consultant further acknowledges has reviewed copies of such documents and represents that it has (A) reviewed the Company's Annual Report on Form 10-KSB other information as filed with the SEC on March 20, 2006; and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant has deemed necessary in order to make an informed investment decision with respect to the purchase its acquisition of the Shares, and that it has received any such information that it has requested. (d) The Consultant further acknowledges (a) has had both the opportunity to ask questions and represents that (A) receive answers from the Consultant is an "accredited investor" as that term is defined in Rule 401(a) officers and directors of Regulation D; (B) the Consultant is acquiring Company and all persons acting on its behalf concerning the Shares for investment purposes onlyand the business of the Company, and (b) is not acquiring familiar with the Shares for business, management, financial condition and affairs of the purpose of sale or distribution; and (CCompany. e) the The Consultant understands that the Shares are not registered under the 1933 Act and canmay not be sold sold, transferred or otherwise disposed of except without registration under the Act or the availability of an exemption therefrom, and that in compliance the absence of an effective registration statement covering the Shares or an available exemption from registration under the Act, the Shares must be held indefinitely. Further, the Consultant understands and has the financial capability of assuming the economic risk of an investment in the Shares for an indefinite period of time. f) The Consultant has been advised by the Company that the Consultant will not be able to dispose of the Shares, or any interest therein, without first complying with the 1933 relevant provisions of the Act and any applicable state securities laws. g) The Consultant understands the provisions of Rule 144 promulgated under the Act, permitting the routine sales of the securities of certain issuers subject to the terms and conditions thereof. h) The Consultant acknowledges that the Company is under no obligation to register the Shares or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing any state securities laws with respect to sales of the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION, OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS IN FACT APPLICABLE TO SAID SHARESfuture. i) The Consultant is an “Accredited Investor” as defined in Rule 501 of Regulation D of the Act.

Consultant Representations. (a) Consultant has all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of Consultant and has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). (b) The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Options and the shares of common stock issuable thereunder (the "Option Shares"). The Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in the Options and the Option Shares. (c) The Consultant further acknowledges and represents that it has (A) reviewed the Company's Annual Report on Form 10-KSB as filed with the SEC on March 20, 2006; Executive Summary dated December 2005 and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant to make an informed investment decision with respect to the purchase of the Options and the Option Shares, and that it has received any such information that it has requested. (d) The Consultant further acknowledges and represents that (A) the Consultant is an "accredited investor" as that term is defined in Rule 401(a) of Regulation D; (B) the Consultant is acquiring the Option and the Option Shares for investment purposes only, and is not acquiring the Option or the Option Shares for the purpose of sale or distribution; and (C) the Consultant understands that the Option and the Option Shares are not registered under the 1933 Act and cannot be sold or otherwise disposed of except in compliance with the 1933 Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing the Option Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION, OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS IN FACT APPLICABLE TO SAID SHARES.