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jonesieatl

08/04/08 4:53 PM

#146712 RE: jonesieatl #146711

Terms summary:

$8,650,000

$2,325,000 on 8/4/08

$2,325,000 shall be funded on or after the date ninety (90) days after the Closing Date subject to certain conditions set forth in the SPA

$4,000,000 shall be funded on or after January 1, 2009 subject to certain conditions set forth in the SPA.

14% per annum

YAGI gets $200,000 out of the first $2,325,000 for monitoring and managing

YAGI gets $40,000 out of the first $2,325,000 for structuring and due diligence

Similar fees on subsequent tranches I would assume.

the Company also issued

a warrant for the Investor to purchase 100,000,000 shares of Common Stock at an exercise price of $0.02 per share

a warrant for the Investor to purchase 100,000,000 shares of Common Stock at an exercise price of $0.04 per share

a warrant for the Investor to purchase 125,000,000 shares of Common Stock at an exercise price of $0.05 per share

a warrant for the Investor to purchase 125,000,000 shares of Common Stock at an exercise price of $0.075 per share

All of which can of course be re-priced later.






Yorkville / Cornell Tracking Board #board-9964


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