SAMUEL A LONGO (SAL) and/or his designee(s) will comply, in all respects, when providing his contract services listed herein and in accepting his compensation, with all applicable laws, rules and regulations, domestic and foreign. In this regard, SAL represents and warrants that he or his agents will be licensed or lawfully permitted to receive such compensation, more fully described in his service contract, and will be in compliance with all applicable laws, rules and regulations, domestic and foreign. Without limiting the generality of the foregoing, to the extent that any financing involves the offer or sale of securities, SAL will comply with the provisions of the United States Securities Act of 1933, applicable state securities laws, and rules and regulations promulgated, domestic and/or foreign, wherever and whenever applicable.

SAMUEL A LONGO (SAL) and/or his designee(s) will use their best effort in providing the contract services herein described. It will be understood and agreed by the client that SAL's Agreement is a service contract not a funding and/or loan commitment and/or a promise to provide financing. The client will provide accurate and truthful representations upon which SAL can rely, and will warrant to SAL that the proposed transaction represents a high degree of risk, uncertainty and other unknown factors, including factors not in the control of SAL, and including, but not limited to the performance, availability and responsiveness of the client and necessary third parties, either under the control or influence of the client, and/or subject to such controls or influences that are necessary to the funding transaction(s) and services of SAL. In addition, the capital markets represent a high degree of risk, uncertainty and other unknown factors; therefore, all financing of any form and/or method is on a best effort basis only, without representations, warranties, promises or guarantees by SAL, and/or his designee(s), his agents, and/or representatives, as to the outcome of the contract services he/they will provide the client.