Common use of Purchasers Clause in Contracts

Purchasers. severally, and not jointly, represent and warrant to Seller and Issuer as follows: (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 of the Act. (b) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly executed and delivered by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders. (c) Purchasers are capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available. (h) The Purchasers have had the opportunity to ask questions of the Issuer and the Seller and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Issuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and (3) an opportunity to question the Seller and the appropriate executive officers of the Issuer.

Purchasers. severally, Each Purchaser severally (and not jointly, represent ) hereby represents and warrant warrants to Seller and Issuer the Company solely as followsto such Purchaser that: (a) Purchasers understand that neither the Shares nor Purchaser is an "accredited investor" within the Note have been registered meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with the a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States Securities federal and Exchange Commission or any state or foreign securities agencies, and law; provided that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 disposition of the Act.Purchaser's property shall at all times be and remain within its control; (b) Purchasers have if the requisite competence Purchaser is a corporation or partnership, the execution, delivery and authority to execute and deliver performance of this Agreement and any other agreements the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and undertakings referenced herein, to perform their obligations hereunder have been duly and to consummate the transactions contemplated hereby. This validly authorized by all requisite corporate or partnership action; (c) this Agreement and any other agreements executed by Purchasers in connection herewith have has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the valid, Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding and agreement of the Purchaser enforceable obligation of Purchasersin accordance with its terms, subject to (i) applicable bankruptcy, insolvency and or similar laws affecting creditors’ the enforceability of creditors rights generally and the rights (ii) equitable principles of stockholders.general applicability; (cg) Purchasers are the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear Securities and the Purchaser is capable of bearing the economic risk risks of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available.investment; (h) The Purchasers have had the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Issuer Company concerning the terms and conditions of the Seller offering of the Securities and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and the risks of any investment investing in the Issuer. Further, Securities; and the Purchasers have Purchaser has been given afforded the opportunity to obtain such additional information which the Company possesses or has had access to: (1) all material books can acquire that is necessary to verify the accuracy and records completeness of the Issuer that Purchaser has requested; (2) all material contracts and documents relating information given to the Issuer Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and this proposed transaction that Purchaser has requestedother undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and and (3i) an opportunity to question the Seller and the appropriate executive officers no part of the Issuersource of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchasers. severallyand the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers' respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not jointly, represent and warrant to Seller and Issuer as follows: (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 of the Act. (b) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly executed and delivered by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders. (c) Purchasers are capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable lawsjoint. (e) The Company and the Initial Purchasers have agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the capacity Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to protect their interests in connection with the transactions contemplated hereby Section 8(d). The amount paid or payable by an indemnified party as a result of their business the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or financial expertiseother expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) Purchasers acknowledge that The indemnity and contribution provisions contained in this Section 8 and the Shares purchased herein may not be transferredrepresentations, encumberedwarranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, sold, hypothecated, (ii) any investigation made by or otherwise disposed on behalf of to any Initial Purchaser or any person in violation controlling any Initial Purchaser or by or on behalf of federal and/or state securities laws. Disposition shall includethe Company, but is not limited to acts its officers or directors or any person controlling the Company and (iii) acceptance of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts payment for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is availableSecurities. (h) The Purchasers have had the opportunity to ask questions of the Issuer and the Seller and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Issuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and (3) an opportunity to question the Seller and the appropriate executive officers of the Issuer.

Purchasers. severallyAs of the Closing Date (or such later date on ---------- which it acquires its Certificate in accordance with Section 6.3), each ----------- Purchaser represents and not jointly, warrants (and each Assignee shall be deemed to represent and warrant to Seller and Issuer as follows:of the date that its assignment becomes effective) that (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities it is an "accredited investor" as that term is defined in any of paragraphs (1), (2), (3) or (7) of Rule 144 501(a) under the Securities Act or a "Qualified Institutional Buyer" under Rule 144A and Section 4(2) of the Securities Act., and is not purchasing its Certificate with a view to making a distribution thereof (within the meaning of the Securities Act); (b) Purchasers have it (a) is not, and is not purchasing its Certificate directly or indirectly on behalf of, or with the requisite competence assets of, an ERISA plan; (i) No more than 100 Persons may be Certificateholders at any one time, (ii) the Certificates shall not be registered under the Securities Act nor listed on any exchange, (iii) if investment in this Certificate represents substantially all of the value of the Purchaser's assets, then the investment is not being made for the principal purpose of avoiding the 100 partner representation of the private placement exemption to the "publicly traded partnership rule" under Treasury Regulation 1-7704-1(h)(3); (d) it confirms it has had the opportunity to request financial and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers information as it has deemed necessary in connection herewith have been duly executed with its decision to purchase the Certificates, and delivered has received and carefully read and is familiar with the information provided by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders.Transferor in such connection; (ce) Purchasers are it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in purchasing the Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise.Certificates; (f) Purchasers acknowledge the Certificates are being acquired solely for the Purchaser's own account, for investment, and are not being purchased with a present view to or for the resale, distribution, subdivision or fractionalization thereof; and the Purchaser agrees that the Shares purchased herein may such Certificates will not be transferred, encumbered, sold, hypothecated, sold without redistribution under the Securities Act or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giftingan exemption therefrom, and any form then solely in a accordance with the terms of conveying, whether voluntary or not.the Pooling Agreement; and (g) this Agreement has been duly and validly authorized by the Purchasers acknowledge that neither and will constitute the Issuer nor the Seller is under an valid and legally binding obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that Purchasers, enforceable against the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is availablein accordance with its terms. (h) The Purchasers have had the opportunity to ask questions of the Issuer and the Seller and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Issuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and (3) an opportunity to question the Seller and the appropriate executive officers of the Issuer.

Purchasers. severally, Each Purchaser severally (and not jointly, represent ) hereby represents and warrant warrants to Seller and Issuer the Company solely as followsto such Purchaser that: (a) Purchasers understand that neither the Shares nor Purchaser is an "accredited investor" within the Note have been registered meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with the a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States Securities federal and Exchange Commission or any state or foreign securities agencies, and law; provided that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 disposition of the Act.Purchaser's property shall at all times be and remain within its control; (b) Purchasers have the requisite competence execution, delivery and authority to execute and deliver performance of this Agreement and any other agreements the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and undertakings referenced herein, to perform their obligations hereunder have been duly and to consummate the transactions contemplated hereby. This validly authorized by all requisite corporate or partnership action; (c) this Agreement and any other agreements executed by Purchasers in connection herewith have has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the valid, Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding and agreement of the Purchaser enforceable obligation of Purchasersin accordance with its terms, subject to (i) applicable bankruptcy, insolvency and or similar laws affecting creditors’ the enforceability of creditors rights generally and the rights (ii) equitable principles of stockholders.general applicability; (cg) Purchasers are the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear Securities and the Purchaser is capable of bearing the economic risk risks of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available.investment; (h) The Purchasers have had the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Issuer Company concerning the terms and conditions of the Seller offering of the Securities and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and the risks of any investment investing in the Issuer. Further, Securities; and the Purchasers have Purchaser has been given afforded the opportunity to obtain such additional information which the Company possesses or has had access to: (1) all material books can acquire that is necessary to verify the accuracy and records completeness of the Issuer that Purchaser has requested; (2) all material contracts and documents relating information given to the Issuer Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and this proposed transaction that Purchaser has requested; other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; (3i) an opportunity to question the Seller and the appropriate executive officers no part of the Issuersource of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) the Purchaser is a corporation organized under the laws of the Nevis West Indies.

Purchasers. severallyPursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned security holder of the Company hereby irrevocably agrees that, commencing upon the execution of the Purchase Agreement and not jointly, represent and warrant to Seller and Issuer as follows: continuing until the earlier of (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired 24 months from the Seller are restricted securities as that term is defined in Rule 144 date of the Act. Closing and (b) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate first date by which (i) all of the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly executed and delivered by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders. (c) Purchasers are capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered Debentures purchased pursuant to the ActPurchase Agreement have been redeemed or converted and all of the shares of common stock, if any, issued upon conversion of the Debentures have been sold and (ii) 70% of the Warrants purchased pursuant to the Purchase Agreement have been exercised (the “Restriction Period”) the undersigned will not offer, sell, transfer, contract to sell, hypothecate, hedge, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, including without limitation through an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning affiliate of the Actundersigned, the state securities laws and within any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferredthree month period, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into Company acquired upon conversion of shares of Series C Preferred Stock of the Company owned by the undersigned (collectively, the “Securities”) except by means of a private transaction in connection with which the Note may be converted or to cause or permit such stock proposed transferee agrees in writing to be transferred bound by all of the provisions of this agreement prior to the consummation of such private transaction. Notwithstanding the foregoing, this agreement shall be void ab initio if the Closing does not occur on or before January 16, 2007. Capitalized terms used but not defined herein shall have the meanings set forth in the absence Purchase Agreement. The undersigned acknowledges that the execution, delivery and performance of any registration or exemption this letter agreement (this “Letter Agreement”) is a material inducement to each Purchaser to complete the transactions contemplated by the Purchase Agreement and that each Purchaser (which shall be a third party beneficiary of this Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefore and that the Purchasers herein undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement. This letter agreement may not transfer be amended or otherwise modified in any respect without the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available. (h) The Purchasers have had the opportunity to ask questions written consent of each of the Issuer Company, Purchasers holding at least 67% of the Debentures and Warrants purchased pursuant to the Purchase Agreement and the Seller undersigned. This letter agreement shall be construed and receive additional information from enforced in accordance with the Issuer laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the Seller courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the extent jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and each Purchaser. Solomon Technologies, Inc. January ___, 2007 This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Purchasers. Solomon Technologies, Inc. January ___, 2007 The undersigned agrees that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Issuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and (3) an opportunity to question the Seller and the appropriate executive officers of the Issuer.undersigned will permit:

Purchasers. severally, and Each Purchaser severally (but not jointly, represent ) hereby represents and warrant warrants to Seller and Issuer the Company solely as followsto such Purchaser that: (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached hereto as SCHEDULE 5.1(a), and such Purchaser is not an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Instruments were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Instruments hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Instruments for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Instruments and Conversion Shares has not been prearranged with any buyer in the United States, and that any sale of the Convertible Instruments or Conversion Shares following the expiration of the Restricted Period may be made only pursuant to the registration of such Securities or an applicable exemption therefrom; (d) the Purchaser agrees that all offers and sales of the Convertible Instruments prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) the Purchaser has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the offering of the Convertible Instruments; (f) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Instruments, who purchases prior to the expiration of the Restricted Period a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (g) the Purchaser has not engaged in any "direct selling efforts" (as such term is defined in Regulation S) and has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the offering of the Securities, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (h) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Convertible Instruments, nor has any Purchaser engaged in any hedging transaction with respect to the Convertible Instruments (or the Common Stock of the Company); (i) The Purchaser is not an officer, director or "affiliate" (as that term is defined in Rule 405 under the Securities Act) of the company or an "underwriter" or "dealer" (as such terms are defined in the federal securities law of the United States). If the Purchaser becomes an affiliate of the Company at any time after purchasing the Debentures, the Purchaser understands and agrees that every sale made by it thereafter must be made in compliance with the provisions of Rule 144 of the Act (except for the four (4) year holding period requirement), including the filing of Form 144 with the Commission at the time of the sale, as required under Rule 144. The Purchaser understands and agrees that the provisions of Rule 144, if at any time applicable to it, are separate and apart from and independent of any restrictions imposed by Regulation S and will apply even after the expiration oft he applicable restricted period under Regulation S. (j) If at any time after the expiration of the restricted period the Purchaser wishes to transfer or attempts to transfer the Debentures to a U.S. Person, Purchaser agrees to notify the Company if at such time it is an "affiliate" of the Company or is then acting as an "underwriter", "dealer" or "distributor" as to such Debentures (as such terms are defined in the federal securities laws of the United States or the regulations promulgated thereunder, including, but not limited to, Regulation S), or if such transfer is being made as apart of a plan or scheme to evade the registration provisions of the Securities Act. (bk) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, the remaining Transaction Agreements to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith which it is a party have been duly executed and delivered in London, England by the Purchaser. (l) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and constitute state securities law; provided that the validdisposition of the Purchaser's property (including the Conversion Shares) shall at all times be and remain within its control; (m) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (n) this Agreement has been duly executed and delivered by the Purchaser; (o) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (p) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms when executed and enforceable obligation of Purchasers, delivered by the Company (subject to (i) applicable bankruptcy, insolvency and or similar laws affecting creditors’ creditors rights generally and the rights (ii) equitable principles of stockholders.general applicability); (cq) Purchasers are the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear Securities and the Purchaser is capable of bearing the economic risk risks of this investment indefinitelysuch investment; (r) the Purchaser is knowledgeable, unless sophisticated and experienced in business and financial matters; the Shares are subsequently registered pursuant Purchaser has previously invested in securities similar to the Act, or an exemption from registration is available. Purchasers understand that Securities and fully understands the Issuer limitations on transfer described herein; the Purchaser has no present intention of registering been afforded access to information about the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares Company and the Note for Purchaser’s own account for investment only financial condition, results of operations, property, management and not with a view towards distribution thereof within the meaning prospects of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity Company sufficient to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of enable it to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred evaluate its investment in the absence of any registration or exemption and that Securities; the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available. (h) The Purchasers have had Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Issuer Company concerning the terms and conditions of the Seller offering of the Securities and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and the risks of any investment investing in the Issuer. Further, Securities; and the Purchasers have Purchaser has been given afforded the opportunity to obtain such additional information which the Company possesses or has had access to: (1) all material books can acquire that is necessary to verify the accuracy and records completeness of the Issuer that Purchaser has requested; (2) all material contracts and documents relating information given to the Issuer Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and this proposed transaction that Purchaser has requestedother undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and and (3s) an opportunity to question the Seller and the appropriate executive officers no part of the Issuersource of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchasers. severally, and not jointly, represent and warrant Supplier agrees to Seller and Issuer as follows: sell the Products to (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or Customer and/or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 of the Act. (b) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly executed and delivered by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders. (c) Purchasers are capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear the economic risk affCiusltoimear Etnetitys”)(bo,) rfrancshisueebs osr id licensees of this investment indefinitelyany Customer Entity F(ranechaisee”ch),, unless the Shares are subsequently registered pursuant a(c“) distribCuustotmoerrEnstity tao uputrchhasoe arndidzisteribdute abnyyof thae Products to the Actlocations leased or owned by a Customer Entity D(isteribautcor”h),, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. apu“rsuant to separate agrDiestreibumtoersn, otr (dsd) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity mabnuefatctuwreers ewhno S intend to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for incorporate any of the Shares Products into other products and then transfer such product to a Customer Entity, FranchiseeM,anufoactrurer”D)i,s pursuant to separate agreements between Supplier and any such Manufacturers (the entities referenced in these subsections(a)-(d) collPuerchcastersi”v)▇.▇▇,A “s any Products by Supplier to a Purchaser shall be at the location(s) identified by such Purchaser, including, but not limited to, those restaurants or facilities licensed or owned by such Purchaser, pursuant to a separate agreement. Supplier acknowledges and agrees that (i) no Customer Entity shall have any shares responsibility or liability with respect to a sale of common stock any Products by Supplier to any Purchaser that is not a Customer Entity, (ii) no Customer Entity makes any representation or warranty as to the financial condition or solvency of any Purchaser, (iii) no Franchisee, Distributor, or Manufacturer is an agent of any Customer Entity, and (iv) no Customer Entity is acting or shall be deemed as a guarantor with respect to or otherwise liable for the acts or omissions of any other Purchaser, including, but not limited to, any failure of a Purchaser to make any payments for any Products. To the extent applicable, Supplier acknowledges that Customer has provided Supplier a list of its Distributors that will be initially engaged to deliver the Products as of the Issuer into which Effective Date. In the Note may be converted or event that Customer provides notice to cause or permit Supplier that Supplier shall no longer do any business with any Purchaser, Supplier shall confirm receipt and work cooperatively with Customer on a transition plan of business with any such stock to be transferred Purchaser as deemed appropriate in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available. (h) The Purchasers have had the opportunity to ask questions Cu, swhticoh mmaey irnc’ludse ansimomledeiate cdesisatsioncorf aell torisoomen possible. further delivery of the Issuer and the Seller and receive additional information from the Issuer and the Seller Products to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Issuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and (3) an opportunity to question the Seller and the appropriate executive officers of the Issuer.as practicably

Purchasers. severally, Each Purchaser severally (and not jointly, represent ) hereby represents and warrant warrants to Seller and Issuer the Company solely as followsto such Purchaser that: (a) Purchasers understand that neither the Shares nor Purchaser is an "accredited investor" within the Note have been registered meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with the a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States Securities federal and Exchange Commission or any state or foreign securities agencies, and law; provided that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 disposition of the Act.Purchaser's property shall at all times be and remain within its control; (b) Purchasers have the requisite competence execution, delivery and authority to execute and deliver performance of this Agreement and any other agreements the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and undertakings referenced herein, to perform their obligations hereunder have been duly and to consummate the transactions contemplated hereby. This validly authorized by all requisite corporate or partnership action; (c) this Agreement and any other agreements executed by Purchasers in connection herewith have has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the valid, Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (f) this Agreement constitutes a valid and binding and agreement of the Purchaser enforceable obligation of Purchasersin accordance with its terms, subject to (i) applicable bankruptcy, insolvency and or similar laws affecting creditors’ the enforceability of creditors rights generally and the rights (ii) equitable principles of stockholders.general applicability; (cg) Purchasers are the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear Securities and the Purchaser is capable of bearing the economic risk risks of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available.investment; (h) The Purchasers have had the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Issuer Company concerning the terms and conditions of the Seller offering of the Securities and receive additional information from the Issuer and the Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and the risks of any investment investing in the Issuer. Further, Securities; and the Purchasers have Purchaser has been given afforded the opportunity to obtain such additional information which the Company possesses or has had access to: (1) all material books can acquire that is necessary to verify the accuracy and records completeness of the Issuer that Purchaser has requested; (2) all material contracts and documents relating information given to the Issuer Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and this proposed transaction that Purchaser has requested; other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; (3i) an opportunity to question the Seller and the appropriate executive officers no part of the Issuersource of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) the Purchaser is a corporation organized under the laws of the Nevis West Indies.