Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporation, a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries Refer to the 34 Act Reports filed with the SEC EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM XXXXXXXXXX LAW GROUP, A PROFESSIONAL CORPORATION PRACTICE LIMITED TO FEDERAL SECURITIES EMERALD PLAZA Telelphone: (000) 000-0000 000 Xxxx Xxxxxxxx Facsimile: (000) 000-0000 Suite 400 email: xxx@xxxxxxxxx.xxx Xxx Xxxxx, Xxxxxxxxxx 00000 web: xxx.xxxxxxxxx.xxx July 28, 2006 Board of Directors LitFunding Corp. 0000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Ladies and Gentlemen: We have acted as counsel to LitFunding Corp., a Nevada corporation (“the Company”), in connection with a Investment Agreement executed with Imperial Capital Holdings and the Registration Statement on Form SB-2 to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Act”). The Registration relates to the proposed registration of 15 +/- million shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”) of the Company for resale by certain stockholders. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other documents as we have deemed necessary or appropriate for the purposes of this opinion, including the following: (a) the Articles of Incorporation and Bylaws of the Company, as amended; (b) resolutions adopted by the Board of Directors of the Company; (c) the Registration Statement on Form SB-2, together with the Exhibits to be filed as a part thereof; and (d) Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and due authorization, execution and delivery of all documents by the parties thereto other than the Company. Based on such foregoing, we are of the opinion that the Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada and that the Shares, registered under the terms of the SB2 for sale by the selling security holders and to be issued upon conversion of the term note and exercise of outstanding warrants and options will be or have been duly authorized and are validly issued, fully paid, and non-assessable. This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. This opinion includes our opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws. We hereby consent to the filing of this opinion, or copies thereof, as an exhibit to the Investment Agreement and to the statement made regarding our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Xxxxxxxxxx Law Group EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: Re: LitFunding Corp. Dear __________________: It is our understanding that the Form Registration Statement bearing SEC File Number ( ___-______) filed by LitFunding Corp., on Form SB-2 on __________, 2006 was declared effective on _______________, 2006. This letter shall confirm that ______________ shares of the common stock of LitFunding Corp., are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, cc: EXHIBIT E UNANIMOUS CONSENT OF NOTICE BOARD OF EFFECTIVENESS OF REGISTRATION STATEMENT DateDIRECTORS THE UNDERSIGNED, being the Board of Directors of LITFUNDING CORP., a Nevada Corporation, in lieu of a Directors meeting, hereby consent to the following resolutions: RESOLVED, that the Corporation has authorized the sale of up to $3,000,000 of $0.001 par value per share common stock at a purchase price of no less than 93% of the lowest closing best bid price during a set pricing period, to Imperial Capital Holdings, a Nevis Company, upon the terms and conditions of the Investment Agreement attached hereto, and be it FURTHER RESOLVED, that the Corporate officers are hereby authorized to execute the Investment Agreement, together with any and all related documents necessary to complete the transaction. DATED: _______________________ [TRANSFER AGENT] Re________________________ __________________________________ Xxxxxx Xxxx (Chairman) Xxxxxxx Xxxxxx __________________________ Xxxxxx Xxxxxxxxxxx EXHIBIT F Date: AXIOLOGIX EDUCATION CORPORATION. Ladies and GentlemenRE: We are counsel Put Notice Number __ Dear Imperial Capital Holdings: This is to Axiologix Education Corporationinform you that as of today, LitFunding Corp., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") hereby elects to exercise its right pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, require Imperial Capital Holdings to register the Registrable Securities (as defined in the Registration Rights Agreement), including the purchase shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act its common stock. The Company hereby certifies that: The amount of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on this put is $_________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-The Pricing Period runs from ________ until _) (the "Registration Statement") with the Securities ______. The current number of shares issued and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor outstanding as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledgeCompany are: Regards, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. Xxxxxx Xxxx CEO LitFunding Corp. EXHIBIT C Date:G

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :___________________________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Voiceserve, Inc. Ladies and Gentlemen: We are counsel to Axiologix Education CorporationVoiceserve, Inc., a Nevada Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP and____________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ______on___, 200_ 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :__________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Tank Sports, Inc. Ladies and Gentlemen: We are counsel to Axiologix Education CorporationTank Sports, Inc., a Nevada California corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________333- ) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the effective][the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries NONE EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010Xxxxxx International, Ltd. INVESTMENT.AGREEMENT.June 2011. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. XXXXXX INTERNATIONAL, LTD.. Ladies and Gentlemen: We are counsel to Axiologix Education CorporationXxxxxx International, Ltd., a Nevada Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par ..0001 value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010Xxxxxx International, Ltd. INVESTMENT.AGREEMENT.June 2011. EXHIBIT C Date:

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: LOCK-UP AGREEMENT iii Underwriting Agreement July __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. , 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Ladies and Gentlemen: We are counsel to Axiologix Education Introductory. BFC Financial Corporation, a Nevada Florida corporation (the "“Company"”), proposes to issue and have represented sell to the Company several underwriters named in connection with that certain Investment Agreement Schedule A (“List of the Underwriters”) attached hereto (collectively, the “Underwriters”) an aggregate of 10,000,000 shares (the "Investment Agreement"“Firm Offered Shares”) entered into by and among the Company and Dutchess Opportunity Fundof its Class A Common Stock, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value $0.01 per share (the "“Common Stock"”) on in accordance with the terms and conditions set forth in this Underwriting Agreement (the Investment “Agreement”). Pursuant to the Investment AgreementIn addition, the Company also has entered into a Registration Rights Agreement granted to the Underwriters an option to purchase up to an additional 1,500,000 shares (the “Optional Offered Shares”) of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the Investor (offering and sale of the "Registration Rights Agreement") pursuant Offered Shares. The Company has met all the conditions in order to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement use Form S-3 for registration under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the "1933 “Securities Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company ”) and has prepared and filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"“Commission”) relating a registration statement on Form S-3 (File No. 333-141632), which contains a form of prospectus to the Registrable Securities which names the Investor as a selling shareholder thereunder. In be used in connection with the foregoing, we advise you that [ a member public offering and sale of the SEC's staff has advised us Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated by telephone that reference therein and financial statements, exhibits, and schedules thereto, in the SEC has entered an order declaring form in which it was declared effective by the Registration Statement effective ] [the Registration Statement has become effective] Commission under the 1933 Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member filing of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened byRule 462(b) Registration Statement, the SEC and term “Registration Statement” shall include the Registrable Securities are available for resale under Rule 462(b) Registration Statement. Such prospectus, in the 1933 Act pursuant form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). Very truly yoursAll references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.

LIST OF SCHEDULES. Schedule 4(a) Exhibit A - Subscription Agreement to Preferred Stock Agreement Schedules Section --------- --------- I Subsidiaries EXHIBIT of Acquiree 3.3 II Acquiree Liabilities 3.4 III Articles of Incorporation of Acquiree 3.5 IV Acquiree exception to good title to assets 3.6 V Acquiree tax return filings 3.8 VI Acquiree litigation 3.9 VII Acquiree material contracts 3.10 VIII Acquiror Liabilities 4.4 IX Articles of Incorporation and Bylaws of Acquiror 4.5 X Acquiror exception to good title to assets 4.6 XI Acquiror tax returns 4.7 XII Acquiror litigation 4.8 XIII Acquiror material contracts 4.9 FIRST ADDENDUM TO AGREEMENT PROVIDING FOR THE EXCHANGE OF CAPITAL STOCK BY AND BETWEEN CAMBRIDGE UNIVERSAL CORPORATION, A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010COLORADO CORPORATION AND THE HOLDERS OF ALL OF THE OUTSTANDING VOTING COMMON STOCK OF A FLORIDA CORPORATION KNOWN AS WHITEHALL HOMES II, INC. EXHIBIT B FORM AND WHITEHALL HOMES II, INC. DATED AS OF NOTICE JUNE 17, 1999 FIRST ADDENDUM TO AGREEMENT PROVIDING FOR THE EXCHANGE OF EFFECTIVENESS CAPITAL STOCK THIS FIRST ADDENDUM is made as of June 17, 1999 to that certain agreement styled AGREEMENT PROVIDING FOR THE EXCHANGE OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporation, a Nevada corporation CAPITAL STOCK (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") which was entered into as of the 17th day of June 1999 by and among between the Company following entities and Dutchess Opportunity Fundnatural persons: Agreement Party and Reference General Description of Agreement Party ----------------------------- -------------------------------------- CAMBRIDGE UNIVERSAL CORPORA- A Colorado corporation presently having TION ("Acquiror") its sole office in Denver, Colorado WHITEHALL HOMES II, LP INC. ("Acquiree") A Florida corporation having its principal office in Sarasota, Florida RONAXX xxx JOANXX XXXXXXX, The record and beneficial holders of all of Husband and Wife and residents of the outstanding Common Stock of Acquiree Sarasota County, Florida ("Holders") $1 par value The foregoing-described entities and natural persons are sometimes described herein collectively as the "InvestorAgreement Parties") pursuant . This FIRST ADDENDUM is referred to which herein as the Company has agreed "Addendum". All other capitalized terms have the definitions and meanings attributed to issue to such terms in the Investor shares Agreement. The Agreement Parties hereby adopt and reconfirm all of the Company's common stock, without par value per share (provisions of the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you exception that [ a member Section 9.7 of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending Agreement shall be deleted in its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC entirety and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Datefollowing substituted therefore:

LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. AMERICAN ASSET DEVELOPMENT, INC.. Ladies and Gentlemen: We are counsel to Axiologix Education CorporationAmerican Asset Development, Inc., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without .no par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, American Asset Development, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding as of the Company are: ____________________________ The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, American Asset Development, Inc. ______________________ Name: Title: American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put given by American Asset Development, Inc., to Dutchess Opportunity Fund, II, LP on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx

LIST OF SCHEDULES. Schedule 4(a3(a) Subsidiaries EXHIBIT Schedule 3(c) Capitalization Schedule 3(e) Conflicts Schedule 3(g) Material Changes Schedule 3(h) Litigation Schedule 3(l) Intellectual Property Schedule 3(n) Liens Schedule 3(t) Certain Transactions Exhibit A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateCONVERSION (To be Executed by the Registered Owner in order to Convert Debenture) TO: Hybrid Fuel Systems, Inc. The undersigned hereby irrevocably elects, as of ________________, to convert $________________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporationof its convertible debenture (the "Debenture") into Common Stock of Hybrid Fuel Systems, a Nevada corporation Inc. (the "Company"), and have represented ) according to the Company conditions set forth in connection with that certain Investment Agreement (the "Investment Agreement"Debenture issued by the Company. Date of Conversion ------------------------------------------------------- Applicable Conversion Price ---------------------------------------------- Number of Debentures Issuable upon this Conversion ----------------------- Name(Print) entered into by and among the Company and Dutchess Opportunity Private Equities Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares -------------------------------------------------------------- Address 50 Commonwealth Ave, Boston, MX 00000 ------------------------------------------------------------------ Phone 617-301-4700 Fax 000-049-0947 ------------ ------------ By: --------------------------------------- EXHIBIT D OPINION OF COMPANY'S COUNSEL Holders of the [Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ] [Describe Securities] _______________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) 2005 Re: Hybrid Fuel Systems, Inc. Ladies and Gentlemen: As counsel to Hybrid Fuel Systems, Inc. (the "Registration StatementCompany") ), we are familiar with its Articles of Incorporation and Bylaws and with the Securities corporate proceedings taken by it in connection with the proposed issuance and Exchange Commission sale of convertible debentures (the "SECSecurities") relating pursuant to the Registrable Securities which names related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the Investor "Agreements"). We have been furnished with copies, certified or otherwise identified to our satisfaction, of the Agreements, and have examined such other documents, agreements and records as a selling shareholder thereunderwe deemed necessary to render the opinions set forth below. In connection conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we advise you that [ a member are of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Dateopinion that:

LIST OF SCHEDULES. 33 Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B 34 Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. PLATINUM STUDIOS, INC.. Ladies and Gentlemen: We are counsel to Axiologix Education CorporationPlatinum Studios, Inc.., a Nevada California corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. EXHIBIT C Date:: RE: Put Notice Number __ Dear Mx. Xxxxxxxx, This is to inform you that as of today, Platinum Studios, Inc., Inc., a California corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Minimum Acceptable Price is $________ The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, Platinum Studios, Inc. ______________________ Name: Title: Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. EXHIBIT D

LIST OF SCHEDULES. Schedule 4(a3(a) Subsidiaries EXHIBIT Schedule 3(c) Capitalization Schedule 3(e) Conflicts Schedule 3(g) Material Changes Schedule 3(h) Litigation Schedule 3(l) Intellectual Property Schedule 3(n) Liens Schedule 3(t) Certain Transactions Exhibit A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateCONVERSION (To be Executed by the Registered Owner in order to Convert Debenture) TO: WALKER FINANCIAL CORP. Xxx xxdersigned hereby irrevocably elects, as of ________________, to convert $________________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporation, a Nevada corporation of its convertible debenture (the "CompanyDebenture"), and have represented the Company in connection with that certain Investment Agreement ) into Common Stock of Walker Financial Corp. (the "Investment AgreementCxxxxxx") entered into according to the conditions set forth in the Debenture issued by and among the Company and Company. Date of Conversion -------------------------------------------------------------- Applicable Conversion Price ----------------------------------------------------- Number of Debentures Issuable upon this Conversion ------------------------------ Name(Print) Dutchess Opportunity Private Equities Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares -------------------------------------------------------------------- Address 50 Commonwealth Ave, Boston, MX 00000 ------------------------------------------------------------------------- Phone 617-301-4700 Xxx 000-249-0947 ------------ ------------ By: ------------------------------------- EXHIBIT D OPINION OF COMPANY'S COUNSEL Holders of the [Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ] [Describe Securities] _______________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) 2005 Re: Walker Financial Corp. Ladies xxx Xxntlemen: As counsel to Walker Financial Corp. (the "Registration StatementCxxxxxx") ), we are familiar with its Articles of Incorporation and Bylaws and with the Securities corporate proceedings taken by it in connection with the proposed issuance and Exchange Commission sale of convertible debentures (the "SECSecurities") relating pursuant to the Registrable Securities which names related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the Investor "Agreements"). We have been furnished with copies, certified or otherwise identified to our satisfaction, of the Agreements, and have examined such other documents, agreements and records as a selling shareholder thereunderwe deemed necessary to render the opinions set forth below. In connection conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we advise you that [ a member are of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Dateopinion that:

LIST OF SCHEDULES. Schedule 4(a2.1 Commitments Schedule 8.2(f) Permitted Liens Schedule 8.3 Indebtedness for Money Borrowed Schedule 10.3 Litigation Schedule 10.5 Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010Schedule 10.5A Shareholders Schedule 10.5B Limited Partners Schedule 10.6 Government Approvals Schedule 10.10A Real Property Leased Schedule 10.10B Patents, Trademarks, etc. Schedule 10.10C Material Agreements EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateIFA Incorporated, as Agent 565 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxention: Fax #: 212-000-0000 Xxxne #: 212-450-____ RE: Notice of Borrowing: $__________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporation, a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _____] Gentlemen and Ladies: This Notice of Borrowing is delivered to you pursuant to Section 2.2 of the Subordinate Capital Loan Agreement, dated as of February __, 2001 (together with all amendments, if any, from time to time made thereto, the "Loan Agreement"), among Drive BOS LP (the "Guarantor"), Drive Financial Services LP (the " Borrower"), the Lenders parties thereto and IFA Incorporated, as Agent (in such capacity, the "Agent"). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings provided in the Loan Agreement. The Borrower hereby requests that a Term Loan be made in the aggregate principal amount of $____ on _, 200_ the Company filed a Registration Statement on Form S- ___ (File No, 20__ [having a Eurodollar Interest Period of days]. 333-Please wire xxxxxxxxx to the Borrower at the Borrower's direction. Wiring instructions are included at the end of this letter. The Borrower hereby acknowledges that, each of the delivery of this Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Term Loans requested hereby constitutes a representation and warranty by the Borrower that, on the date of such Term Loans, and before and after giving effect thereto and to the application of the proceeds therefrom in accordance with the Loan Documents, all applicable statements set forth in Section 10 of the Loan Agreement are true and correct in all material respects and that all conditions precedent to the Advance set forth in Section 6 of the Loan Agreement have been satisfied. The Borrower agrees that if prior to the time of the Term Loan requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Agent. Except to the extent, if any, that prior to the time of the Term Loan requested hereby the Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Term Loan as if then made. The Borrower has caused this Notice of Borrowing to be executed and delivered, and the certification and warranties contained herein to be made, by its duly authorized officer this __ day of ______ , 200___) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:.

LIST OF SCHEDULES. Schedule SCHEDULE 4(a) Subsidiaries SUBSIDIARIES WATER SCIENCE, INC. -------------------------------------------------------------------------------- EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :__________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Hybrid Fuel Systems, Inc. ------------------------- Ladies and Gentlemen: We are counsel to Axiologix Education CorporationHybrid Fuel Systems., a Nevada Georgia corporation (the ----------------------- "Company"), and have represented the Company in connection with that certain Investment Subscription Agreement (the "Investment Subscription Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP _______________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Subscription Agreement. Pursuant to the Investment Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Subscription Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on on_________ ___, 200_ 2005, the Company filed a Registration Statement on Form S- ____ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective effective] [the Registration Statement has become ========================================= effective] under the 1933 Act at [enter the time of effectiveness] on [enter the ========= ------------------------------- --------- date of effectiveness] and to the best of our knowledge, after telephonic ----------------------- inquiry of a member of the SEC’s 's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:By: -------------------------------