On May 9, 2002, the Company entered into a letter agreement with the Cataldo Investment Group (“CIG”) whereby CIG agreed to commit an aggregate of $1,422,500 to the Company within ninety days from May 10, 2002. CIG is comprised of outside investors of which Mr. Cataldo has no affiliation or participation in this investment
At this time the Company has received approximately $265,000 of this commitment, which has been deposited in a special attorney escrow account. The Company has issued a $150,000 10% convertible promissory note to Townsbury Investments Limited, the investor in a prior investment that provided for an existing equity line of credit. This note is convertible into shares of the Company’s common stock at $0.05 per share and is due on the earlier of July 14, 2002 or the settlement date of the Company’s next draw down under the equity line. In conjunction with the issuance of this note, the Company repriced from $0.27 to $0.015 the 4.2 million share warrant issued pursuant to the equity line. The investor has exercised the warrant for 1 million shares and the Company has received $15,000 in proceeds. A further $100,000 has been made available by an advance on the second $425,000 debenture to be issued to Bristol Investment Fund. The monies made available from the convertible debentures are being used to fund the Company’s restart.
The Company also intends to issue 17,000,000 restricted shares of its Common Stock for a combination of cash and legal services. These shares will be issued at $0.015 per share and will be registered within ninety (90) days at no cost to CIG or its designees. The balance of the investment commitment will be provided to the Company within ninety (90) days of May 10, 2002, pursuant to a definitive agreement to be finalized. It was further agreed that CIG would raise an aggregate of $5,000,000 prior to May 10, 2003 on terms to be mutually agreed upon.
Additionally, the Company appointed Anthony J. Cataldo as Executive Chairman and further agreed to issue to Mr. Cataldo 1,966,666 stock options pursuant to an agreement that will be negotiated between Mr. Cataldo and the independent members of the Board of Directors. Mr. Cataldo was appointed to the Board replacing David E. Collins, who resigned as Chairman of the Board and from the Board of Directors. The CIG investment was further conditioned upon a right granted to Mr. Cataldo on behalf CIG to appoint new directors which may constitute a majority of the Board of Directors within thirty days of May 10, 2002.