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Re: midastouch017 post# 25

Thursday, 01/26/2006 5:00:55 PM

Thursday, January 26, 2006 5:00:55 PM

Post# of 109
>>Of the $1.5 million minimum investment, (a) $750,000 will be provided to the Company as an equity investment in exchange for preferred shares of the Company at a price of $0.03 per share and (b) $750,000 will be provided to the Company as a convertible loan, convertible into Preferred Shares of the Company at $0.03 per share. The convertible loan will be provided initially as a $500,000 bridge loan with an additional $250,000 provided in April 2006. The convertible loan bears interest at a rate of 8% per annum, and if not converted into Preferred Shares, will be due and payable 30 days after the third anniversary of the date of the convertible loan.

The bridge loan shall become part of the convertible loan at the closing of the equity investment. In the event that the equity investment is not approved, or for whatever reason not completed, the bridge loan will become due and payable within 60 days of notice by either party of the termination or an intention to terminate negotiations of the proposed investment. The bridge loan and the convertible loan will be secured by a floating charge on all of the Company's assets and a fixed charge on the Company's intellectual property and accounts receivable.

Fortissimo will also receive warrants to purchase additional Preferred Shares at a cost of up to another $3 million at an exercise price of $0.04 per share, exercisable for a period of five years.<<

*As expected, the Knight on the white horse bought in even
cheaper than i had anticipated.

*Without Fortissimo, announcing closure of RDVWF would have
ben unevitable.

All in all, both parties will enjoy.
Only remaining item to realise is if my target will be met.

Dubi