Common use of INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction, as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Shares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been reviewed by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the Shares. d. He can bear the economic risk of losing his entire investment in the Shares. e. He is acquiring the Shares for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Shares is being made by means of a private placement of Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amended. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 5301 Cypress Street, Suite 111, Tampa, Florida 33607; that all such ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇stment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 10-KSB for the year ended March 31, 2003; the Company's Forms 10-QSB for the three (3) months ended June 30, 2003, September 30, 2003 and December 31, 2003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports"). k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE SHARES ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Shares are registered, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY SHARES WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE SHARES SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the Shares. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of ___________, or maintains his principal residence there and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Shares, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Shares subscribed for pursuant to this Subscription Agreement and that the acquisition of the Shares is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction, transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Shares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been reviewed scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the Shares. d. He can bear the economic risk of losing his entire investment in the Shares. e. He is acquiring the Shares for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that which are not readily marketable, including the Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Shares is being made by means of a private placement of Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amendedAgreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 5301 Cypress Street, Suite 111, Tampa, Florida 33607; that all such ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇stment ; that all such documents, records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 10-KSB for the year ended March 31, 2003; the Company's Forms 10-QSB for the three (3) months ended June 30, 2003, September 30, 2003 and December 31, 2003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports"). k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE SHARES ARE A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. CERTAIN OF THE RISKS CONCERNING AN INVESTMENT IN THE SHARES ARE SET FORTH BELOW. HOWEVER, THERE ARE ADDITIONAL RISKS IN CONNECTION WITH SUCH INVESTMENT, AND THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT BELOW ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Shares are registered(i) Limited Operating History. To date, the undersigned Company has not generated profitable operations. There can be no assurance the Company will be required profitable or that it will be able to comply with expand its operations. The Company's success is dependent upon its ability to develop new sources of revenue and to obtain adequate financing for the provisions expansion of Rule 144 adopted by its business. There is no assurance that the Securities and Exchange Commission under Company will be able to develop such revenue or obtain such financing. The growth of the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period and limits on Company's operations are subject to all of the amount risks inherent in development of securities that may be sold in any 90 day period. THUSnew business enterprise, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY SHARES WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE SHARES SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating including the merits and risks lack of an investment operating history. The likelihood or success of the Company should be considered in light of the problems, expenses and delays which are frequently encountered in the Shares. p. All information formation of a new business and the competitive environment in which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such informationoperate. q. He is a bona fide resident of the State of ___________, or maintains his principal residence there and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Shares, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Shares subscribed for pursuant to this Subscription Agreement and that the acquisition of the Shares is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction, transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the SharesWarrants. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been reviewed scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the SharesWarrants. d. He can bear the economic risk of losing his entire investment in the SharesWarrants. e. He is acquiring the Shares Warrants for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Shares Warrants and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Shares Warrants is being made by means of a private placement of Shares Warrants and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amendedamended ("1934 Act"). h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 5301 Cypress Street110 East Douglas Road, Suite 111, TampaOldsmar, Florida 3360734677; that all such ▇▇▇▇▇▇▇documen▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇stment pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-KSB K for the year ended March July 31, 2003; 2005 and the Company's Forms Form 10-QSB Q for the three (3) months ended June 30, 2003, September 30, 2003 and December October 31, 2003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports")2005. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE SHARES WARRANTS ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Shares Warrants are registeredregistered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period from the execution date of the Warrants and limits on the amount of securities that may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY SHARES WARRANTS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE SHARES WARRANTS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the SharesWarrants. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of ___________New York, or maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the SharesWarrants, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Shares Warrants subscribed for pursuant to this Subscription Agreement and that the acquisition of the Shares Warrants is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction, transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Shares. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been reviewed scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the Shares. d. He can bear the economic risk of losing his entire investment in the Shares. e. He is acquiring the Shares for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that which are not readily marketable, including the Shares and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Shares is being made by means of a private placement of Shares and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amendedAgreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 5301 Cypress Street, Suite 111, Tampa, Florida 33607; that all such ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇stment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. i. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 10-KSB for the year ended March 31, 2003; the Company's Forms 10-QSB for the three (3) months ended June 30, 2003, September 30, 2003 and December 31, 2003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports"). k. j. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. k. HE UNDERSTANDS THAT THE SHARES ARE A SPECULATIVE INVESTMENT, INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT CERTAIN OF THE RISKS CONCERNING AN INVESTMENT IN THE SHARES ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Shares are registeredBELOW. (i) Limited Operating History. To date, the undersigned Company has not generated profitable operations. There can be no assurance the Company will be required profitable or that it will be able to comply with expand its operations. The Company's success is dependent upon its ability to develop new sources of revenue and to obtain adequate financing for the provisions expansion of Rule 144 adopted by its business. There is no assurance that the Securities and Exchange Commission under Company will be able to develop such revenue or obtain such financing. The growth of the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period and limits on Company's operations are subject to all of the amount risks inherent in development of securities that may be sold in any 90 day period. THUSnew business enterprise, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY SHARES WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE SHARES SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating including the merits and risks lack of an investment operating history. The likelihood or success of the Company should be considered in light of the problems, expenses and delays which are frequently encountered in the Shares. p. All information formation of a new business and the competitive environment in which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of will operate. See the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such attached Business Plan for further information. q. He is a bona fide resident of the State of ___________, or maintains his principal residence there and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Shares, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Shares subscribed for pursuant to this Subscription Agreement and that the acquisition of the Shares is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction, transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the SharesUnits. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been reviewed scrutinized or approved by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the SharesUnits. d. He can bear the economic risk of losing his entire investment in the SharesUnits. e. He is acquiring the Shares Units for his own account, for investment purposes only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Shares Units and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Shares Units is being made by means of a private placement of Shares Units and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of 1934, as amended ("1934 Act") as well as the Company's registration statement filed under the Securities Act of 1933 as amended. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 5301 Cypress Street110 East Douglas Road, Suite 111Oldsmar, Tampa, Florida 33607; that all such F▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ; ▇▇▇▇ ▇▇▇▇stment ▇ such documents, records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. Specifically, the Investor acknowledges receipt and confirms Investor has thoroughly received, reviewed and read the Company's Form 10-KSB K for the year ended March July 31, 2003; 2004, the Company's Forms Form 8K, dated October 25, 2004, the Company's S-1 filed on November 12, 2004 and the Company's Form 10-QSB Q for the three (3) months ended June 30, 2003, September 30, 2003 and December October 31, 2003; and its information statement dated April 23, 2004. In addition, the Investor acknowledges receipt and confirms Investor has thoroughly reviewed and read the Company's Form 8-K filed April 30, 2004 and Form 8-K/A Amendment No.1 filed May 6, 2004 (collectively, the "SEC Reports"). k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY. l. HE UNDERSTANDS THAT THE SHARES UNITS ARE A SPECULATIVE INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER. m. He understands all aspects of and risks associated with this investment or has consulted with his own financial adviser who has advised him thereof and he has no further questions with respect thereto. n. Unless the Shares Units are registeredregistered under the Securities Act of 1933, the undersigned will be required to comply with the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act. Investor understands Rule 144 has at least a one (1) year holding period and limits on the amount of securities that may be sold in any 90 day period, provided the Company is current with its periodic reporting obligation under the 1934 Act. THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY SHARES UNITS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE SHARES UNITS SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES. o. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the SharesUnits. p. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. q. He is a bona fide resident of the State of ____________ (as noted), or maintains his principal residence there or has a driver's license in that state, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the SharesUnits, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Shares Units subscribed for pursuant to this Subscription Agreement and that the acquisition of the Shares Units is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned.