Thank you for your interest in being a member of the VentureVest Angel Network.

Disclaimer and Agreement for Angel Investors

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

VentureVest does not claim to be a counselor or placement service and the service offered by VentureVest does not constitute an undertaking by VentureVest 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 VentureVest in any other way, will be strictly on a negotiated basis between the Company Seeking Capital and the Investor. However, under certain circumstances, VentureVest 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 VentureVest and it's officers, employees and/or affiliates.

VentureVest 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 Angel Investor's use of any company posting on the VentureVest site and hereby encourages the Angel to seek legal and other professional counsel prior to entering into any investments or transactions with prospective companies seeking capital.

VentureVest 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.

VentureVest 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 Angels Investor and VentureVest assumes no such responsibility. Legal counsel should be sought before considering participation in any financing arrangement.

VentureVest will grant posting only to persons who represent that they are "Accredited Investors," as those terms are defined under the U. S. Federal securities laws. VentureVest will rely on the application submitted by the Angel Investor as being truthful and complete. VentureVest 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 Angel Investor should make his/her own investigation and conduct adequate due-diligence on any contacts resulting from VentureVest's' service.

Angel Investor agrees to fully indemnify, defend and hold harmless VentureVest, 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 Angel Investor. This would include the desire to invest, commitment to invest, or actual investment by the Angel Investor with any company Seeking Capital, and/or any claim or suit resulting from any such agreements, intents or actions between the Angel Investor and any company.

VentureVest 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 Angel Investors access to the postings. Angel 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 Angel Investor covenants not to sue or assert claim or cross-claim against VentureVest in respect of any such expenses or liabilities, and Angel Investor hereby releases VentureVest from liability for any such claims, expenses or liabilities.

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

Access to the VentureVest website of Companies Seeking Capital is by members only is provided for Entrepreneurs and Angel Investors only and Angel Investor will not download, copy or communicate any contents of any VentureVest database for the use or reference any person other than himself or herself.

The parties, ANGEL INVESTOR(S) and VENTUREVEST, agrees that the sole and proper venue for any action to enforce the terms of this Agreement is the County of Arapaho, State of Colorado, U.S.A., and the jurisdiction therein.

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.

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