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Re: Cassandra post# 66653

Wednesday, 11/17/2004 11:20:13 PM

Wednesday, November 17, 2004 11:20:13 PM

Post# of 93821
Help me here please....

So, do we have another million bucks in the kitty on top of the 2.2 million we've received for those 2 million shares?



12% Convertible Subordinated Promissory Notes On July 2, 2004, the Company closed a $1,000,000 offering of Unsecured 12% Convertible Subordinated Promissory Notes due July 1, 2005 ("12% CSP Notes"). The 12% CSP Notes were sold in two phases, with $660,000 of the 12% CSP Notes being issued and sold on June 25, 2004 and the remaining $340,000 of 12% SP Notes being issued and sold on July 2, 2004. In total, the Company received aggregate cash proceeds of $1,000,000 from the sale of the 12% CSP Notes. The purchasers, in connection therewith, were granted warrants to purchase 2,000,000 shares of Common Stock at an exercise price of $0.25 per share, exercisable until June 30, 2007 (collectively, the "Warrants"). In the event the Company shall offer shares of its capital stock the Noteholder shall have the right and option, at any time prior to the maturity date, subject to and upon compliance with the provisions hereof and the terms and provisions of the equity offering documents to convert the unpaid principal amount of the note, the prepayment fee, if any, and any accrued and unpaid interest into shares of capital stock being offered. The conversion price shall be equal to the offering price of the capital stock in effect at the time of conversion.


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