Common use of Subscriber Representations and Warranties Clause in Contracts

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( “SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter period ended September June 30, 2006 2007 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter period ended September June 30, 2006 2007 and its annual transition report on Form 10-KSB for the year ended December 31September 30, 2006 2007 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents To induce the acceptance of this subscription by the Corporation, the undersigned hereby represents, warrants, agrees and warrants as followsconfirms to the Corporation that: A. (a) The Subscriber information which the undersigned has provided to the Corporation is true and correct in all respects as of the date hereof (or, if there have been provided any changes in such information since the date such information was furnished, the undersigned has advised the Corporation in writing of such changes). (b) The address set forth below is the true and correct residence of the undersigned, the undersigned has reached the age of majority in such state or jurisdiction, and the undersigned has no present intention of becoming a resident of any other state or jurisdiction. (If a corporation, trust or partnership, the undersigned has its principal place of business at the address set forth below, and was not organized for the specific purpose of acquiring the Units subscribed for herein). (c) The undersigned is a sophisticated investor familiar with the types of risks inherent in the purchase of the Securities, and reviewed has such business or financial experience that the Company’s quarterly report undersigned is capable of protecting his own interests in connection with an investment in the Corporation. (d) The undersigned has examined, or has had an opportunity to examine, and make copies of, before the date hereof, all information concerning the Corporation and ERS and this offering requested by the undersigned, and all material documents relating to this offering, and on the basis of such examination is thoroughly familiar with the business and affairs of the Corporation and ERS. Without limiting the generality of the foregoing, the undersigned has received a copy of: (i) the certificate of incorporation and by-laws of the Corporation, and the form of Principal Stockholders Agreement relating to the Corporation proposed to be entered into by Norton G▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. Failing, Jr. and their respective affiliates, (ii) ERS' Annual Report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB K for the year ended December 31, 2006 2000, including therein the consolidated financial statements of ERS as at such date and for the three years then ended, together with Amendment No. 1 to said report, and (iii) ERS' Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. The undersigned has had an opportunity to ask questions of and receive answers from the Corporation, or a person or persons acting on its behalf, concerning the terms and conditions of this investment, and to obtain any additional information necessary to verify the accuracy of the information furnished, and all such questions have been answered to the full satisfaction of the undersigned. (e) The undersigned owns, and will contribute to the Corporation hereunder, a number of shares of ERS Common Stock equivalent to the number of Securities acquired hereunder. The shares of ERS Common Stock to be contributed to the Corporation hereunder (together with any shares to be contributed to the Corporation by affiliates of the undersigned) constitute all of the shares of ERS Common Stock beneficially owned by the undersigned (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934). At the Contribution Date, there will be, no pledges, charges, liens, security interests or other encumbrances of any nature whatsoever (collectively, "Liens") with respect to such shares; and, at the “SEC Reports”Contribution Date, the Corporation will acquire good and marketable title to such shares, free and clear of all Liens. (f) No representations or warranties have been made to the undersigned by or on behalf of the Corporation, or any of its agents, employees or affiliates, and has in entering into this transaction the opportunity to review any and all filings undersigned is relying only on the results of its own independent investigation, including the information furnished by the Company with Corporation. (g) The undersigned does not intend or anticipate that this investment be a source of income, the undersigned is able to bear the substantial economic risks of the investment in the Securities Exchange Commission ( “SEC”) under being made by it, and at the Exchange Act (present time the “SEC Filings”)undersigned could afford a complete loss of such investment. B. (h) The Subscriber understands that: undersigned is acquiring the Securities for its own account, for investment purposes only, and not with a view to the sale or other distribution thereof, in whole or in part. In order to induce the Corporation to issue and sell the Securities subscribed for herein to the undersigned, it is agreed that the Corporation will have no obligation to recognize the ownership, beneficial or otherwise, of any such Securities are convertible, by anyone other than the undersigned. (i) an investment in the Units is a The undersigned understands that: (i) The Securities are speculative investment that involves investments and involve a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; . (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be There are substantial restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities LawsSecurities, and each of them; there will be no public market for the Shares Securities, or Warrantsany of them, acquired hereunder, and the undersigned will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") with respect to the resale of any such Securities; and, accordingly, it may not be possible for the Subscriber undersigned to liquidate its investment in the Units; Corporation. (ivj) there is no assurance The undersigned understands that neither the Company Securities, nor any of them, have been registered under the Securities Act, in reliance on an exemption thereunder for transactions not involving any public offering, and that neither the Securities, nor any of them, have been approved or disapproved by the Securities and Exchange Commission or by any federal or state agency. (k) The undersigned will ever be profitablenot sell, transfer, pledge or otherwise dispose of any Securities, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares any interest therein, until either of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands following events has occurred: (i) it has received an opinion in form and substance reasonably acceptable to the risks inherent Corporation of counsel reasonably acceptable to investments the Corporation that registration thereof under the Securities Act is not required; or (ii) a registration statement under the Securities Act covering such securities, or interest therein and the disposition thereof has become effective under the Securities Act. Any certificates or other instruments in generalevidence of the Securities, or any of them, shall be endorsed with a legend to the foregoing effect (and referencing the additional restrictions contained in this Subscription Agreement), and stop transfer instructions shall be issued with respect to such Securities, so long as such Securities are, subject to such restrictions on disposition. (l) The undersigned is an "accredited investor" as defined under Regulation D promulgated pursuant to the Securities Act. (m) If the undersigned is a corporation or trust (or other entity not described under Sub-Paragraph (n) immediately succeeding), the person executing this Subscription Agreement represents and warrants that it is authorized to so sign, and to enter into the Irrevocable Proxy (as hereinafter defined), that the corporation, trust or other such entity is authorized by the articles (or certificate) of incorporation and by-laws of the corporation or by the trust agreement, or by the governing documents of such other entity, as the case may be, to make this investment and to enter into this Subscription Agreement and the Irrevocable Proxy; and, in particularthe case of a corporation, the undersigned will, upon request of the Corporation, furnish to the Corporation a true and correct copy of the provisions of the articles (or certificate) of incorporation or by-laws, or both, authorizing the undersigned to make such investment, as well as a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing this specific investment, and (ii) none in the case of a trust, the undersigned will, upon request of the SEC or Corporation, furnish to the Department of Financial Services Corporation a true and correct copy of the State provisions of Florida or any other department or agency the trust agreement authorizing the trustee to make such investment, and in the case of any other jurisdictionsuch entity, have passed the undersigned will, upon the adequacy or accuracy request of the disclosure provided Corporation, furnish to investors in connection with an investment in the Units or approved or disapproved an investment in Corporation a true and correct copy of the Units. D. The Subscriber’s financial condition is provisions of such that it has no need for liquidity with respect other governing documents authorizing the undersigned to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its make such investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it (n) If the undersigned is a party (partnership, by signing below, the “Related Documents”), partner executing this Subscription Agreement represents and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and warrants that each one of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any foregoing representations or warranties in respect of the Company’s business agreements or profitability and understandings set forth herein applies to each partner; that it is relying solely in that regard on authorized to so sign and to enter into this Subscription Agreement and the disclosures contained Irrevocable Proxy; upon request of the Corporation, the undersigned will furnish to the Corporation a true and correct copy of the provisions of the undersigned's partnership agreement authorizing the executing partner to make such investments; in the Company’s SEC Filingscase of any partner that is a trust, a trustee (or co- trustee) of the trust is authorized by the trust agreement to make this investment and to enter into this Subscription Agreement and to enter into the Irrevocable Proxy; and in the case of any partner that is a corporation, such corporation, will upon request of the Corporation, furnish to the Corporation a true and correct copy of the provisions of the articles (or certificate) of incorporation or by-laws, or both, authorizing such corporation to make such investment, and a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing this specific investment; and in the case of a partner that is organized as an entity not set forth as aforesaid, the undersigned will, upon request of the Corporation, furnish to the Corporation a true and correct copy of the provisions of the governing documents of such entity authorizing such entity to make such investment.

Subscriber Representations and Warranties. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Issuer and its respective affiliates as follows: (a) The Subscriber is acquiring the Offered Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Offered Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Offered Securities. (b) The Issuer has made available to the Subscriber various offering materials relating to the Issuer, and the Offered Securities, including, without limitation, the Issuer’s Private Placement Memorandum dated June 30, 2010 (the “Memorandum”), and the Subscriber has had the opportunity to review the Memorandum, including the information set forth therein under the caption “Item IX. Risk Factors” incorporated therein. (c) The Subscriber acknowledges the Subscriber’s understanding that the offering and sale of the Offered Securities is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to and agrees with the Issuer, and its respective affiliates as follows: A. (i) The Subscriber realizes that the basis for the Regulation D exemption may not be present, if, notwithstanding such representations, the Subscriber has in mind merely acquiring any of the Offered Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for financial ability to bear the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( “SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the economic risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in investment, has adequate means for providing for the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it current needs and personal contingencies and has no need for liquidity with respect to its the Subscriber’s investment in the Units Issuer; and (iii) The Subscriber has such knowledge and experience in financial and business matters as to satisfy any existing or contemplated undertaking or indebtedness be capable of evaluating the merits and is able to bear risks of the economic risk prospective investment. If other than an individual, the Subscriber also represents it has not been organized for the purpose of its investment in acquiring the Units for an indefinite period of time, including the risk of losing all of its investmentOffered Securities. E. (d) The Subscriber has full power represents and authority warrants to the Issuer as follows: (i) If an individual, the Subscriber is 21 years of age or over; if a corporation, trust, limited liability company, partnership, unincorporated association or other entity, such Subscriber is authorized, empowered, and has taken all action necessary to permit it qualified to execute and deliver this Agreement and all other agreements, instruments and other transaction documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party and to purchase and hold the Offered Securities pursuant hereto; and (ii) The Subscriber has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Issuer or by which he, she or it is bound. This Agreement its representatives concerning the terms and each conditions of the Related Documents to which heOffering, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies.matters pertaining to this investment, and has been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information in connection with the Issuer in order for the Subscriber to evaluate the merits and risks of purchase of the Offered Securities, to the extent the Issuer possesses such information or can acquire it without unreasonable effort or expense; and F. (iii) The Subscriber acknowledges has determined that neither the Company nor any representative Offered Securities are a suitable investment for the Subscriber and that at this time the Subscriber can bear a complete loss of the Company Subscriber’s investment; and (iv) The Subscriber realizes that it may not be able to resell readily any of the Offered Securities purchased hereunder because (A) there may only be a limited market, if any exists, for any of the Offered Securities and (B) none of the Offered Securities has made any been registered under the “blue sky” laws; and (v) The Subscriber understands that the Issuer has the absolute right to refuse to consent to the transfer or assignment of the Offered Securities if such transfer or assignment does not comply with applicable state and federal securities laws; and (vi) No representations or warranties in respect have been made to the Subscriber by the Issuer, or any officer, employee, agent, affiliate or subsidiary of the CompanyIssuer, other than the representations of the Issuer in this Agreement; and (vii) Any information which the Subscriber has heretofore furnished to the Issuer with respect to the Subscriber’s financial position and business or profitability experience is correct and that it is relying solely in that regard on complete as of the disclosures contained in date of this Agreement; and (viii) The foregoing representations, warranties and agreements shall survive the Companysale of the Securities and acceptance by the Issuer of the Subscriber’s SEC Filingssubscription.

Subscriber Representations and Warranties. The Subscriber represents I acknowledge, represent andwarrant to, and warrants agreewith, the Company as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”a) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( “SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an I am aware that my investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; ; (iib) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares I acknowledge and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) am aware that there is no assurance as to the future performance of the Company; (c) I am purchasing the Units for my own account for investment and not with a view to or for sale in connection with the distribution of the Units nor with any present intention of selling or otherwise disposing of all or any part of the Units. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the Units to be issued (until the Units are registered). I acknowledge that no public market may develop for the Units. (d) I understand that an underwriter in the future may, as a condition of listing the Company's Units, require me to execute a lock-up restricting the public sale of the Units. I agree to such lock-up if all officers, directors and 5% stockholders of the Company agree to restrictions which are at least as restrictive. (e) I further acknowledge my understanding that the Company's reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me, it is agreed that the Company will ever be profitablehave no obligation to recognize the ownership, beneficial or that otherwise, of such Units or any part thereof by anyone, except as set forth herein; (f) I have the Subscriber’s financial ability to bear the economic risk of my investment in the Units will increase in value or ever be recoverable; and Company (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdictionincluding its possible total loss), have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to its my investment in theCompany; (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to satisfy any existing or contemplated undertaking or indebtedness evaluate the merits and is able to bear the economic risk risks of its an investment in the Company; (h) I: (1) Have carefully read this Subscription Agreement and the Operating Agreement, understand and have evaluated the risks of a purchase of the Units for an indefinite period of timeand have relied solely (except as indicated in subsection (2) and (3) below) on the information contained in the Operating Agreement and this Subscription Agreement; (2) Have not relied upon any representations or other information (whether oral or written) from the Company, including the risk of losing all or any of its investment.agents other than as set forth in the Operating Agreement and no oral or written representations have been made or oral or written information furnished to me or my advisors, if any, in connection with the offering which were in any way inconsistent with the Operating Agreement; E. Subscriber has full power and authority and has taken all action necessary (3) Have been provided an opportunity to permit it to execute and deliver this Agreement obtain any additional information concerning the offering, the Company and all other agreementsinformation to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (4) Have been given the opportunity to ask questions of, instruments and receive answers from the Company concerning the terms and conditions of the offering and other documents contemplated matters pertaining to this investment. In addition, as required by this Agreement Section 517.061(11)(a)(3), Georgia Statutes and by Rule 3E- 500.05(a) there under, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense; and (5) Have carefully considered and have to the extent I believe such discussion necessary, discussed with my professional, legal, tax and financial advisers the suitability of an investment in the Company for my particular tax and financial situation and I have determined that the Units are a suitable investment for me. (i) In making my decision to purchase the Units herein subscribed for, I have relied solely upon independent investigations made by me; (j) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, ▇▇▇▇▇ Plan, or other tax-exempt entity, it is a party (authorized and qualified to become an investor in the “Related Documents”), Company and to perform its obligations hereunder and thereunder and none the person signing this Subscription Agreement on behalf of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under entity has been duly authorized by such entity to do so; (or an event which, with notice or lapse of time or both would constitute a defaultk) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any No representations or warranties have been made to the undersigned by the Company, or any of its respective officers, employees, agents, affiliates or attorneys; (l) The information contained in Section 2.2 ofthis Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the Company’s business date of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, I will furnish such revised or profitability and that it is relying solely in that regard on the disclosures contained in corrected information to the Company’s SEC Filings; (m) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (n) I have not received any general solicitation or advertising regarding the purchase of the Units; and (o) Where applicable, I agree to be bound by any restrictions on resale of the Units required by applicable state laws.

Subscriber Representations and Warranties. The Subscriber represents represents, warrants, and warrants agrees to and with the Crowdfunding Vehicle and the Issuer as follows: A. (a) and not for distribution or resale to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Units unless the Units have been registered under the Securities Act and applicable state securities laws or an exemption therefrom is available and otherwise in accordance with Article 6 of the Crowdfunding Vehicle Operating Agreement. (b) The Subscriber has been provided with received and reviewed a copy of the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectivelyC, the “SEC Reports”) Crowdfunding Vehicle Operating Agreement, and has the Issuer Constituent Documents, and had an opportunity to review any ask questions of and all filings by receive answers about the Company with Crowdfunding Vehicle and the Securities Exchange Commission ( “SEC”) under Issuer concerning the Exchange Act (investment in the “SEC Filings”). B. Units. The Subscriber understands that: (i) an investment and agrees that the Crowdfunding Vehicle and Issuer are solely responsible for providing risk factors, conflicts of interest, and other disclosures that investors should consider when investing in the Units issued by the Crowdfunding Vehicle, and that the Intermediary has no ability to assure, and have not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or, have been presented at all. The Subscriber acknowledges that he, she or it own legal, tax, or financial advisors) with respect to the Crowdfunding Vehicle, the Issuer, the Units, and any other matter that the Subscriber believes to be material to the to invest in and further acknowledges that the Subscriber is making the investment decision based on this due diligence. (c) The Subscriber acknowledges and agrees to having reviewed the Deal Page, and has been informed of the right to cancel the investment up to 48-hours prior to the Offering Deadline; however, once the Agreement is accepted by the Crowdfunding Vehicle and Issuer there is no cancellation right. The Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Crowdfunding Vehicle and Issuer. A promoter may be any person who promotes the Crowdfunding Vehicle and Issuer offering for compensation, whether past or prospective, or who is a speculative investment that involves a high degree of risk, including the risk of loss founder or an employee of the entire investment Crowdfunding Vehicle and Issuer that engages in promotional activities on behalf of the Crowdfunding Vehicle and Issuer. The Subscriber acknowledges that they have it has been informed of the compensation that the Intermediary and affiliates receives in connection with the sale of securities in the Company; Regulation Crowdfunding offering and the manner in which it is received. (d) by Rule 501(a) promulgated under the Securities Act or has not exceeded the investment limit as set forth in Rule 100(a)(2) of Regulation Crowdfunding, (ii) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the prospective investment and (iii) has truthfully submitted the required disclosure information to the Intermediary to evidence these representations. (e) The Subscriber understands that neither the Units to be issued pursuant to this Subscription Agreement nor the offering thereof have been passed on as to fairness, approved, disapproved, recommended, or endorsed by any federal or state agency or any other entity or person, and no federal or state agency has passed upon confirmed the adequacy accuracy, truthfulness, or accuracy completeness of the information set forth in the Form C or any disclosure made available in connection with the offering of the Units. Any representation to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement contrary is unlawful. The issuance of the Units as an investment; (iii) there will not be restrictions on the transferability of the Shares and Warrants comprising the Units registered under the Securities LawsAct or the securities laws of any state, in reliance upon exemptions from registration contained in the Securities Act and such state securities laws. The Crowdfunding Vehicle reliance upon such exemptions is based in part upon the representations, warranties, and there will be no public market for agreements contained in this Subscription Agreement. (f) The Subscriber understands and accepts that the Shares or Warrantspurchase of the Units involves various risks, andincluding the risks outlined in the Form C, accordingly, it may not be possible for on the Subscriber Intermediary and in this Subscription Agreement. In making an investment decision to liquidate its investment invest in the Units; (iv) there is no assurance that , the Company will ever be profitableSubscriber has relied solely upon the information set forth in the Form C, or that any other relevant information on the Intermediary, and independent investigations made by the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. (g) The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to can bear the economic risk of this investment and can afford a complete loss thereof; the Subscriber has sufficient liquid assets to pay the full purchase price for the Units; and the Subscriber has adequate means of providing for its current needs and the Crowdfunding Vehicle. (h) The Subscriber has had an opportunity to review the Crowdfunding Vehicle Operating Agreement and financial advisors or has elected not to do so. The Subscriber understands that, upon acceptance of this Subscription Agreement by the Manager, the Subscriber will be bound by the terms and conditions of the Crowdfunding Vehicle Operating Agreement. The Subscriber has also had an opportunity to ask questions and receive answers about the Crowdfunding Vehicle Operating Agreement and the Issuer Constituent Documents. The Subscriber acknowledges that the relative rights of the Units are set forth in the Crowdfunding Vehicle Operating Agreement and the Units are subject to restrictions as contained in the Crowdfunding Vehicle Operating Agreement. (i) The Subscriber confirms that it is not relying and will not rely on any communication of the Crowdfunding Vehicle, the Issuer, the Intermediary, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Units. The Subscriber understands that information and explanations related to the offering of Units provided by the Crowdfunding Vehicle, the Issuer, the Intermediary, or any of their affiliates shall not be considered investment advice or a recommendation to purchase the Units, and that neither the Crowdfunding Vehicle, the Issuer, the Intermediary, the Administrator (as defined in the Crowdfunding Vehicle Operating Agreement), nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Units. The Subscriber acknowledges that none of the Crowdfunding Vehicle, the Issuer, the Intermediary, nor any of their respective affiliates have made any representation regarding the proper characterization of Units. (j) The Subscriber understands and agrees that neither the Intermediary nor any of its affiliates, nor any of their respective officers, directors, shareholders, partners, managers, members, employees, agents, or representatives shall be liable in connection with any information or omission of information contained in materials prepared or supplied by the Crowdfunding Vehicle or the Issuer, whether in Form C, through the Intermediary, distributed by or through the Issuer or the Crowdfunding Vehicle, or otherwise. The Subscriber understands that neither the Manager, the Intermediary, nor the Administrator (as defined in the Crowdfunding Vehicle Operating Agreement) is an adviser to Subscriber, and that Subscriber is not an advisory or other client of the Intermediary or any affiliate thereof. The Subscriber is not relying on the Manager, the Intermediary or the Administrator or any affiliate thereof with respect to the legal, accounting, business, investment, pension, tax or other economic considerations involved in this investment other than the Subscriber's own advisers. (k) The Subscriber has had an opportunity to ask questions of the Issuer in its capacity as the Manager, as well as in its individual capacity, regarding the business plan of the Crowdfunding Vehicle and the Issuer. The Subscriber understands that the Crowdfunding Vehicle will use all of the proceeds of this offering to invest in the Issuer Securities. Therefore, Issuer is indirect and, in all cases, subject to the terms and limitations of (l) The Subscriber understands that the Issuer change depending on a variety of circumstances, and the Issuer may need additional capital in connection with its business. The Subscriber understands and acknowledges that, in the event that the Issuer sells additional Issuer Securities or other equity securities outside of the offering, Issuer may the Crowdfunding Vehicle then be diluted on a pro rata basis with other holders of Issuer Securities interest percent in Issuer would be subsequently reduced. There can be no assurance that Issuer will succeed in obtaining any such additional capital or, if it obtains such capital, that the terms and conditions tied to the capital will be favorable to Issuer. (m) The Subscriber understands that adverse market, financial, economic, and operational events could lead to a partial or total failure of the Issuer, resulting in a partial or total loss of the Subscriber s investment in the Units for an indefinite period of time, including Crowdfunding Vehicle. The Subscriber confirms that no representations or warranties about success have been made to the risk of losing all of its investmentSubscriber and that the Subscriber has not relied upon any representation or warranty in making or confirming the Crowdfunding Vehicle. E. (n) The Subscriber has full all requisite power and authority to execute, deliver, Crowdfunding Vehicle Operating Agreement and to subscribe for and purchase or otherwise acquire the Units. Upon acceptance of this Subscription Agreement by the Crowdfunding Vehicle, this Subscription Agreement and the Crowdfunding Vehicle Operating Agreement will be valid, binding, and enforceable against the Subscriber in accordance with their terms. (o) The Subscriber understands that the Units are restricted from transfer for a period of time under the Securities Act and applicable state securities laws. The Subscriber understands that the Crowdfunding Vehicle has taken all no obligation or intention to take any action necessary to permit it subsequent sales of the Units pursuant to execute the Securities Act or applicable state securities laws. The Subscriber agrees to not sell, assign, pledge, or otherwise transfer the Units, or any interest therein, except in compliance with Regulation Crowdfunding and deliver this Agreement the Crowdfunding Vehicle Operating Agreement. (p) The Subscriber confirms that all information and all other agreementsdocumentation provided to the Issuer, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”)Crowdfunding Vehicle, the Manager, and the Administrator, including all information regarding the identity, taxpayer identification number, the source of the funds to perform its obligations hereunder be invested in the Series, and thereunder the eligibility to invest in offerings under Regulation Crowdfunding, is true, correct, and none complete. Should any such information change or no longer be accurate, the Subscriber agrees and covenants that he, she, or it will promptly notify the Intermediary of such actions changes through Intermediary. The Subscriber agrees and covenants that the Subscriber will violate any applicable law, regulation, order, judgment or decree, or result maintain accurate and up-to-date contact information (including email and mailing address) on Intermediary and will promptly update such information in the breach of event it changes or constitute a default under is no longer accurate. (or an event which, with notice or lapse of time or both would constitute a defaultq) under any agreement, instrument or understanding to which The Subscriber has truthfully completed the (i) Substitute Form W-9 found in Exhibit A-1 if the Subscriber is a party U.S. person or by which he, she or it is bound. This Agreement and each of (ii) Substitute Form W-8BEN found in Exhibit A-2 if the Related Documents to which he, she or it Subscriber is a party constitutesnon-U.S. person. The Subscriber agrees to provide such other documentation as the Manager determines may be necessary for the Crowdfunding Vehicle to fulfill any tax reporting or withholding requirements. (r) If the Units are to be jointly owned, whether as joint tenants, tenants in common, or when executed otherwise, the representations, warranties, and delivered by Subscriber will constituteobligations set forth in this Subscription Agreement shall be joint and several representations, a legalwarranties, valid and binding obligation obligations of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedieseach owner. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter period ended September 30December 31, 2006 2007 and its annual transition report on Form 10-KSB for the year ended December 31September 30, 2006 2007 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units Unit is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units Unit as an investment; (iii) there will be restrictions on the transferability of the Shares Note and Warrants Warrant comprising the Units Unit under the Securities Laws, and there will be no public market for the Shares Note or WarrantsWarrant, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the UnitsUnit; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units Unit will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units Unit or approved or disapproved an investment in the UnitsUnit. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units Unit to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units Unit for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 2005 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows: A. (i) The Subscriber undersigned acknowledges that it or its representatives has been provided with and reviewed access to or has received from the Company copies of the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( “SEC”) under the Exchange Act SEC since October 1, 2011 (the “SEC Filings”).; B. (ii) Other than its review of the SEC Filings, the undersigned has not been furnished, by the Company or an agent or representative thereof, with any other materials or literature relating to the Company or the offer and sale of the Shares and Warrants; (iii) The Subscriber undersigned has performed its own due diligence in connection with its subscription for the Shares and Warrants and has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the offering, and all such questions, if any, have been answered to the full satisfaction of the undersigned; (iv) The undersigned or its representatives are sophisticated investors familiar with the type of risks inherent in the acquisition of securities such as the Shares and Warrants and that, by reason of its or its representatives knowledge and experience in financial and business matters in general, and investments of this type in particular, it or its representatives are capable of evaluating the merits and risks of an investment in the Shares and Warrants; (v) The undersigned understands that the Company has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the “Act”), for transactions not involving a public offering is applicable to the offer and sale of the Shares and Warrants, based, in part, upon the representations, warranties and agreements made by the undersigned herein; (vi) The undersigned acknowledges that the undersigned has had the opportunity to review this Subscription Agreement and the transactions contemplated by this Subscription Agreement with its own legal counsel and investment and tax advisors. The undersigned is not relying on any statements or representations of the Company or any of the Company’s affiliates, representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Subscription Agreement, other than those set forth in this Subscription Agreement. The undersigned further acknowledges that, except as set forth in this Subscription Agreement, no representations have been made by the Company or its representatives about the Company or the SEC filings; (vii) The undersigned understands that: (iA) neither the Shares nor the Warrants have been registered under the Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act; (B) the Shares, Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) neither the Shares, Warrants or Warrant Shares may be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) except as set forth in this Subscription Agreement, the Company is under no obligation to register the Shares, Warrants or Warrant Shares under the Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (E) the certificates for the Shares, Warrants and Warrant Shares will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; and (F) stop transfer instructions will be placed with the transfer agent for the Shares; (viii) The undersigned will not sell or otherwise transfer any of the Shares, Warrants or Warrant Shares or any interest therein, unless and until: (A) said Shares, Warrants or Warrant Shares shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (ix) The undersigned has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the undersigned hereunder, and such agreement is a legally binding obligation of the undersigned in accordance with its terms; (x) The undersigned is an “accredited investor,” as such term is defined in Regulation D of the Rules and Regulations promulgated under the Act and as set forth below by checking the appropriate box(es): ¨ A bank as defined in Section 3(a)(2) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Exchange Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act; an insurance company as defined in section 2(13) of the Securities Exchange Act; an investment company registered under the Investment Company Act of 1940 or a business development company, as defined in section 2(a)(48) of that act; a Small Business Investment Company licensed by the Units is a speculative investment that involves a high degree of risk, including the risk of loss U.S. Small Business Administration under Section 301 (c) or (d) of the entire investment Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Subscriber Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; ¨ A private business development company as defined in Section 202(a)22 of the Investment Advisers Act of 1940; ¨ An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; ¨ A director or executive officer of the Company; (ii) no federal ¨ A natural person whose individual net worth, or state agency has passed upon joint net worth with that person’s spouse, at the adequacy or accuracy time of his purchase exceeds $1,000,000, excluding the value of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement primary residence of such natural person*; ¨ A natural person who had an individual income in excess of $200,000 in each of the Units two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; * Note: - Although the value of the primary residence is excluded, the excess of debt secured by the primary residence over its estimated market value (i.e., underwriter mortgage) is included as an investment; (iii) there will be restrictions a liability in the net worth calculation and reduces the nature person’s net worth. Moreover, if the amount of debt secured by the primary residence outstanding on the transferability closing date of the sale of the Shares and Warrants comprising exceeds the Units under amount of such debt during the Securities Lawsprior 60 days, the amount of such excess is viewed as a liability reducing the net worth. ¨ A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and ¨ An entity in which all of the equity owners are accredited investors. (xi) The address set forth below is the undersigned’s true and correct residence, and there will be the undersigned has no public market present intention of becoming a resident of any other state or jurisdiction. (If a corporation, trust or partnership, the undersigned has its principal place of business at the address set forth below and was not organized for the specific purpose of subscribing to this offering); (xii) The undersigned is acquiring the Shares and Warrants for its own account and for the purpose of investment and not with a view to, or for resale in connection with, any distribution within the meaning of the Act in violation of the Act. The undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or Warrants, and, accordingly, it may not be possible Warrants for which the Subscriber undersigned is subscribing; (xiii) The undersigned has the financial ability to liquidate its investment in bear the Units; (iv) there is no assurance that economic risk of the Company will ever be profitable, or that the Subscriberundersigned’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to such investment, and has adequate means for providing for his or its current needs and contingencies; (xiv) The undersigned has determined that the Shares and Warrants are a suitable investment for the undersigned and that the undersigned could bear a complete loss of such investment; (xv) The undersigned understands that an investment in the Units to satisfy any existing or contemplated undertaking or indebtedness Shares and Warrants is able to bear the economic a speculative investment which involves a high degree of risk of its loss of the undersigned’s entire investment; (xvi) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units for an indefinite period Shares and Warrants will not cause such overall commitment to become excessive; (xvii) The undersigned has carefully reviewed the jurisdictional notices listed below and agrees to abide by any restrictions contained therein applicable to the undersigned: Residents of timeAll States: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including the risk of losing all of its investmentAS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber represents and warrants as follows: A. The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for the quarter ended September 30March 31, 2006 2007 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( (“SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it has no need for liquidity with respect to its investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment. E. Subscriber has full power and authority and has taken all action necessary to permit it to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.

Subscriber Representations and Warranties. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Issuer and its respective affiliates as follows: (a) The Subscriber is acquiring the Offered Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Offered Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Offered Securities. (b) The Subscriber acknowledges the Subscriber’s understanding that the offering and sale of the Offered Securities is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to and agrees with the Issuer, and its respective affiliates as follows: A. (i) The Subscriber realizes that the basis for the Regulation D exemption may not be present, if, notwithstanding such representations, the Subscriber has in mind merely acquiring any of the Offered Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) The Subscriber has been provided with and reviewed the Company’s quarterly report on Form 10-QSB for financial ability to bear the quarter ended September 30, 2006 and its annual report on Form 10-KSB for the year ended December 31, 2006 (collectively, the “SEC Reports”) and has the opportunity to review any and all filings by the Company with the Securities Exchange Commission ( “SEC”) under the Exchange Act (the “SEC Filings”). B. The Subscriber understands that: (i) an investment in the Units is a speculative investment that involves a high degree of risk, including the economic risk of loss of the entire investment of the Subscriber in the Company; (ii) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (iii) there will be restrictions on the transferability of the Shares and Warrants comprising the Units under the Securities Laws, and there will be no public market for the Shares or Warrants, and, accordingly, it may not be possible for the Subscriber to liquidate its investment in the Units; (iv) there is no assurance that the Company will ever be profitable, or that the Subscriber’s investment in investment, has adequate means for providing for the Units will increase in value or ever be recoverable; and (v) although the Subscriber is not obligated to purchase additional shares of the Company’s capital stock, the Company may sell additional shares of capital stock, and borrow money on behalf of the Company secured by the assets of the Company. C. The Subscriber hereby acknowledges and understands (i) the risks inherent to investments in general, and to this investment in particular, and (ii) none of the SEC or the Department of Financial Services of the State of Florida or any other department or agency of any other jurisdiction, have passed upon the adequacy or accuracy of the disclosure provided to investors in connection with an investment in the Units or approved or disapproved an investment in the Units. D. The Subscriber’s financial condition is such that it current needs and personal contingencies and has no need for liquidity with respect to its the Subscriber’s investment in the Units to satisfy any existing or contemplated undertaking or indebtedness and is able to bear the economic risk of its investment in the Units for an indefinite period of time, including the risk of losing all of its investment.Issuer; and E. (iii) The Subscriber has full power such knowledge and authority experience in financial and has taken all action necessary business matters as to permit it to execute be capable of evaluating the merits and deliver this Agreement and all risks of the prospective investment. If other agreementsthan an individual, instruments and other documents contemplated by this Agreement to which it is a party (the “Related Documents”), and to perform its obligations hereunder and thereunder and none of such actions will violate any applicable law, regulation, order, judgment or decree, or result in the breach of or constitute a default under (or an event which, with notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or also represents it is bound. This Agreement and each has not been organized for the purpose of acquiring the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remediesOffered Securities. F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.