This Disclaimer and Agreement is by and between Verifield Corporation (Verifield) and the Verifield Investor (Verifield Investor) and relates to investors who wish to access the database of companies seeking capital on the Verifield Internet web site and other opportunities offered by Verifield to Verifield investors. Verifield's acceptance of such request is in consideration of and reliance on the understandings, agreements and representations of the Verifield Investor set forth below. It is understood by the parties that Verifield Capital Corporation is primarily a matching medium, but may on occasion receive special fees for additional services rendered to companies and/or investors.

I. Verifield has not done due-diligence on companies seeking capital (unless stated otherwise) which have posted on this website and is not responsible for any legal consequences arising out of the Verifield Investor's use of any company posting on the Verifield site and hereby encourages the Verifield to seek legal and other professional counsel prior to entering into any investments or transactions with prospective companies seeking capital.

II. Verifield does not claim to be a counselor or placement service and the service offered by Verifield does not constitute an undertaking by Verifield to offer for sale or to sell any securities or other interests. Any investment made by an investor resulting from information supplied on this web site or by Verifield in any other way, will be strictly on a negotiated basis between the Company Seeking Capital and the Investor. However, under certain circumstances, Verifield may play a roll in negotiations, structuring, or other aspects of the deal and may receive payment for those services. In all such cases, all parties will be fully aware of all of the involvement of Verifield and it's officers, employees and/or affiliates.

III. Verifield is not a securities broker-dealer or investment advisor and is not registered as such with the Securities and Exchange Commission (the"SEC" or with an State or Province).

IV. Verifield shall not be liable for damages or related expenses or liabilities, including but not limited to incidental, consequential, special, general or punitive damages or lost profit, arising from errors in the information posted by Companies Seeking Capital or Verifield Investors access to the postings. Verifield Investor must conduct all necessary due-diligence on any company and consult with any necessary professionals such as accountants and attorneys to determine the reliability of all information supplied by the Company Seeking Capital and Verifield Investor covenants not to sue or assert claim or cross-claim against Verifield in respect of any such expenses or liabilities, and Verifield Investor hereby releases Verifield from liability for any such claims, expenses or liabilities.

V. Verifield Investor agrees to comply with applicable Federal, State and Provincial securities laws.

VI. Verifield will grant posting only to persons who represent that they are "Loyal Investors," who agree to TOS and Investors Agreement. Verifield will rely on the application submitted by the Investor as being truthful and complete. Verifield has not made and may not make any investigation as to the information submitted by Companies Seeking Capital which are posted on this site. The Verifield Investor should make his/her own investigation and conduct adequate due-diligence on any contacts resulting from Verifield's' service.

VII. Verifield Investor agrees to fully indemnify, defend and hold harmless Verifield, its officers, directors, owners, agents, information providers, affiliates, licensees, employees and shareholders from any and all claims of any kind, including but not limited to a claim resulting from any contact or action with a Company Seeking Capital by Verifield Investor. This would include the desire to invest, commitment to invest, or actual investment by the Verifield Investor with any company Seeking Capital, and/or any claim or suit resulting from any such agreements, intents or actions between the Verifield Investor and any company.

VIII. Verifield is not responsible for ensuring compliance with any applicable Federal, State and Provincial securities laws in connection with accessing and/or posting of any companies on this Internet site and any communications between and/or among any company and any Verifields Investor and Verifield assumes no such responsibility. Legal counsel should be sought before considering participation in any financing arrangement.

IX.The parties, Verifield INVESTOR(S) and Verifield, agrees that the sole and proper venue for any action to enforce the terms of this Agreement is Panama, and the jurisdiction therein.

X. If either party shall bring an action to recover payment or compensation pursuant to the terms of this agreement, the prevailing party shall be entitled to a reasonable attorney's fee, which may be set by the Court in the same action or in a separate action brought for that purpose in addition to any other relief to which they been entitled.

XI. All Verifield accounts should be considered either Business or Personal. Each account shall be limited to one account holder, either one person or company. Publicly owned accounts or investments are not possible due to various legal issues related to money laundering policies. So-called investment pools with various profit-expanding techniques as 'self referring' will not be accepted and not allowed.

By accepting this Agreement, Verifield Investor acknowledges having read and understood the above and agrees hereby agrees to the same.