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noluck_99

01/31/05 5:28 PM

#39 RE: ThSeeker #38

Towards the end of the filing.....

"Pursuant to the terms of the Purchase Agreement, the Company also agreed to (1) carry out a reverse stock split within ninety (90) days of closing, (2) permit the investor to appoint an observer to participate in Company board meetings,
(3) grant to the investor a right of first refusal with respect to future financings, and (4) pay legal fees of the investor in connection with the transaction, not to exceed $25,000. "