Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 20102000, and June 30, 2010 2000, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual 's Quarterly Report on is Form 10-K 61 for the year ended period ending December 31, 20101999, and (ii) the Company’s quarterly report on Form 10-Q for Risk Factors, attached as EXHIBIT J, (the quarters ended March 31"Risk Factors") (iii) the Capitalization Schedule, 2010attached as EXHIBIT K, June 30(the "Capitalization Schedule") and (iv) the Use of Proceeds Schedule, 2010 and September 30attached as EXHIBIT L, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for Risk Factors, attached as Exhibit J, (the year ended December 31, 2010, and "Risk Factors") (ii) the Company’s quarterly report on Form 10-Q for Capitalization Schedule, attached as Exhibit K, (the quarters ended March 31"Capitalization Schedule") and (iii) the Use of Proceeds Schedule, 2010attached as Exhibit L, June 30, 2010 and September 30, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31June 30, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 20102000, June 30and December 31, 2010 1999, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for Risk Factors, attached as Exhibit J, (the year ended December 31, 2010, and "Risk Factors") (ii) the Company’s quarterly report on Form 10-Q for Capitalization Schedule, attached as Exhibit K, (the quarters ended March 31"Capitalization Schedule") and (iii) the Use of Proceeds Schedule, 2010attached as Exhibit L, June 30, 2010 and September 30, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, above the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31June 30, 20102009, and (ii) the Company’s quarterly report reports on Form 10-Q for the quarters ended March September 30, 2009, December 31, 2009, and Xxxxx 00, 0000, (xxx) the Company’s current Report on Form 8-K filed on May 14, 2010, June 30(iv) the Risk Factors, 2010 attached as Exhibit O, (the “Risk Factors”) (v) the Capitalization Schedule, attached as Exhibit B, (the “Capitalization Schedule”) and September 30(vi) the Use of Proceeds Schedule, 2010attached as Exhibit K, (the “Use of Proceeds Schedule”); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q for the quarters quarter ended March 31, 2010, June 30, 2010 and September 30, 20101999, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule, attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K KSB for the year ended December 31most recent three years, 2010if applicable, and (ii) the Company’s quarterly report on Form 10-Q QSB for the quarters ended March 31last four quarters, 2010if any, June 30(iii) the Risk Factors, 2010 provided by the Company, (the “Risk Factors”) (iv) the Company’s subsidiaries and September 30Affiliates (the “Schedule of Subsidiaries and Affiliates.”) and any related transactions (v) the Capitalization Schedule of the Company’s currently issued and outstanding stock and/or warrants, 2010, (the “Capitalization Schedule”) and (vi) the Use of Proceeds Schedule as anticipated by the Company, (the “Use of Proceeds Schedule”); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the “Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K KSB for the year ended December 31, 20101999, and (ii) the Company’s quarterly report on Form 10-Q QSB for the quarters ended March 31, 2010, 2000 and June 30, 2010 2000, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31Xxxxx 00, 20100000, June 30(xxx) the Risk Factors, 2010 attached as EXHIBIT J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as EXHIBIT K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as EXHIBIT L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) Amendment Number 2 to the Company’s 's Annual Report on Form 10-K KSB/A for the year ended December 31, 20102000, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 20102001, June 30, 2010 and September 30, 20102000, (iii) the Risk Factors, attached as Exhibit I, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit J, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule, attached as Exhibit K, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report 's Form 8-KA dated on Form or about January 10-K for the year ended December 31, 20102000, and (ii) the Company’s 's quarterly report on Form 10-Q for the quarters quarter ended March 31Xxxxx 00, 20100000, June 30(xxx) the Risk Factors, 2010 attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31June 30, 20102000, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended December 31, 1999, and March 31, 20102000, June 30(iii) the Risk Factors, 2010 attached as EXHIBIT J, (thx "Xxxx Xxxxxxx") (xx) the Capitalization Schedule, attached as EXHIBIT K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as EXHIBIT L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31June 30, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q for the quarters ended March 31, 20102000, June 30and December 31, 2010 1999, (iii) the Risk Factors, attached as EXHIBIT J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as EXHIBIT K, (the "Capitalization Schedule"), (v) the Company's Form 10 dated on or about May 25, 2000, and September 30(vi) the Use of Proceeds Schedule, 2010attached as EXHIBIT L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 20102009, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31April 30, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March July 31, 2010, June 30October 31, 2010 and September 30January 31, 20102011; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters quarter ended March 31Xxxxx 00, 20100000, June 30(xxx) the Risk Factors, 2010 attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual 's Report on Form 108-K for the year ended December 31K/A dated May 25, 20102000, and (ii) the Company’s 's Form 10-SB12G dated February 4, 2000, (iii) the Company's quarterly report on Form 10-Q QSB for the quarters quarter ended March 31, 2010, June 30, 2010 2000, (iv) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (v) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(vi) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31June 30, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 20102000, June 30, 2010 and September 30, 20101999, and December 31, 1999, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule, attached as Exhibit L, (the "Use of Proceeds Schedule") and (vi) the Company's Form SB-2 Registration Statement filed with the SEC on July 24, 2000 (File No. 333-42 098); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 108-K for the year ended December 31filed May 25, 20102011, and (ii) the Company’s quarterly report on Form 10-Q for the quarters quarter ended March 31, 2010, June 30, 2010 and September 302011, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for Risk Factors, attached as Exhibit J, (the year ended December 31, 2010, and "Risk Factors") (ii) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") (iii) the Company’s quarterly report on Form 10-Q 's unaudited financial statements for the quarters six months ended March 31, 2010, June April 30, 2010 2001, (iv) all documents filed by the Company under the Act and/or the Exchange Act, and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report Registration Statement on Form 10-K for the year ended December 31, 2010, S-1 and (ii) the Company’s quarterly report on Form 10-Q for the quarters quarter ended March 31, 2010, June 30, 2010 and September 30, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on 's Form 10-K for the year ended December 31SB as filed on November 24, 20101999, and as amended, (ii) the Company’s quarterly report on Form 10-Q for Risk Factors, attached as Exhibit J, (the quarters ended March 31"Risk Factors") (iii) the Capitalization Schedule, 2010attached as Exhibit K, June 30(the "Capitalization Schedule") and (iv) the Use of Proceeds Schedule, 2010 and September 30attached as Exhibit L, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and the year ened July 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31September 30, 2010, June April 30, 2010 and September 30January 31, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31September 30, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March December 31, 20101999, June 30(iii) the Risk Factors, 2010 attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 2010, and 1999, (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 20101999, and June 30, 2010 1999, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31most recent three years, 2010if applicable, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31last four quarters, 2010if any, June 30(iii) the Risk Factors, 2010 provided by the Company, (the "Risk Factors") (iv) the Company's subsidiaries and September 30Affiliates (the "Schedule of Subsidiaries and Affiliates.") and any related transactions (v) the Capitalization Schedule of the Company's currently issued and outstanding stock and/or warrants, 2010, (the "Capitalization Schedule") and (vi) the Use of Proceeds Schedule as anticipated by the Company, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the "Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for Risk Factors, attached as Exhibit J, (the year ended December 31, 2010, and "Risk Factors") (ii) the Company’s quarterly report on Form 10-Q for Capitalization Schedule, attached as Exhibit K, (the quarters ended March 31"Capitalization Schedule") and (iii) the Use of Proceeds Schedule, 2010attached as Exhibit L, June 30, 2010 and September 30, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters quarter ended March 31February 28, 20101999, June 30(ii) the Company's report on Form 8-K filed on January 25, 2010 1999 (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2010, 2011 and June 30, 2010 2011 and September 30, 20102011; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31most recent three years, 2010if applicable, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31last four quarters, 2010if any, June 30(iii) the Risk Factors, 2010 provided by the Company, (the "Risk Factors") (iv) the Company's subsidiaries and September 30Affiliates (the "Schedule of Subsidiaries and Affiliates.") and any related transactions (v) the Capitalization Schedule of the Company's currently issued and outstanding stock and/or warrants (the "Capitalization Schedule") and (vi) the Use of Proceeds Schedule as anticipated by the Company, 2010(the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the "Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December May 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 2010, June February 30, 2010 2000, (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K KSB for the year ended December 31, 20102009, and (ii) the Company’s quarterly report on Form 10-Q QSB for the quarters ended March 31, 2010, and June 30, 2010 and September 30, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December August 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31November 30, 2010, June 30February 28, 2010 2011 and September 30May 31, 20102011; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (iI) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters quarter ended March 31February 28, 20101999, June 30(ii) the Company's report on Form 8-K filed on January 25, 2010 1999 (iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December July 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March October 31, 2009, January 31, 2010 and April 30, 2010, June 30(iii) the Capitalization Schedule, 2010 attached as Exhibit B, (the “Capitalization Schedule”) and September 30(iv) the Use of Proceeds Schedule, 2010attached as Exhibit J, (the “Use of Proceeds Schedule”); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010; (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “Disclosure Documents”), and an independent investigation made by Investor and Investor’s representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act and has had an opportunity to ask questions of and receive answers from the Company’s officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ research reports or comments (collectively, “Third Party Reports”), and Investor has not relied upon any Third Party Reports in making the decision to invest.. 28

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s Annual Report 's preliminary Registration Statement on Form 10-K for SB-2, together with all amendments thereto and comments from the year ended December 31, 2010, and SEC thereon (ii) the Company’s quarterly report on Form 10-Q 's audited financial statements for the quarters years ended March December 31, 20101998 and 1997, (iii) the Company's unaudited financial statements for the six (6) months ended June 30, 2010 1999 and September 301998, 2010(iv) the Risk Factors, attached as Exhibit J, (the "Risk Factors"), (v) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule"), and (vi) the Use of Proceeds Schedule, attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s filings under the Act and the Exchange Act 's Registration Statement and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December May 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March August 31, 20101999, June 30November 30 , 2010 0000, xxx Xxxxxxxx 00, 0000 (xxx) xxx Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule") and September 30(v) the Use of Proceeds Schedule, 2010attached as Exhibit L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.

Disclosure Documents. Investor, in making Investor’s 's investment decision to subscribe for the Investment Agreement hereunder, represents that (a) Investor has received and had an opportunity to review (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20101999, and (ii) the Company’s 's quarterly report on Form 10-Q QSB for the quarters ended March 31, 2010, June 30, 2010 1999 and September 30, 20101999, , (iii) the Risk Factors, attached as EXHIBIT J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as EXHIBIT K, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule, attached as EXHIBIT L, (the "Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the documents described in (a) above, the Company’s 's representations and warranties and other information in this Agreement, including the exhibits, documents prepared by the Company which have been specifically provided to Investor in connection with this Offering (the documents described in this Section 3.2.4 (a) and (b) are collectively referred to as the “"Disclosure Documents”"), and an independent investigation made by Investor and Investor’s 's representatives, if any; (c) Investor has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company which have been filed as exhibits to the Company’s 's filings under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity to ask questions of and receive answers from the Company’s 's officers and directors; and (d) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company other than those contained in the Disclosure Documents or incorporated herein or therein. The foregoing, however, does not limit or modify Investor’s 's right to rely upon covenants, representations and warranties of the Company in Sections 5 and 6 of this Agreement. Investor acknowledges and agrees that the Company has no responsibility for, does not ratify, and is under no responsibility whatsoever to comment upon or correct any reports, analyses or other comments made about the Company by any third parties, including, but not limited to, analysts’ ' research reports or comments (collectively, “"Third Party Reports”"), and Investor has not relied upon any Third Party Reports in making the decision to invest.