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Strategies & Market Trends : Rande Is . . . HOME -- Ignore unavailable to you. Want to Upgrade?

To: Rande Is who wrote (9481)	7/12/1999 8:18:00 PM
From: david james	Read Replies (1) \| Respond to of 57584

Some of the details in the 10q biz.yahoo.com Remember that this agreement was entered 2 months before they received the private placement by the 7 investors. The CEO described this as their "insurance policy" in the case that other funding did not come through. In March 1999, we entered into a securities purchase agreement with St. Annes Investment, Ltd. The agreement gives us the right at our election to sell to the investor up to a total of $6 million of our Common Stock at a discount to its "Market Price" from time to time during the three year term of the agreement. Each sale of shares under the agreement is subject to certain minimum and maximum dollar amounts and certain other conditions, including that the "Market Price" of our Common Stock at the time we give a sale notice is at least $1 per share and that a registration statement under the Securities Act of 1933, as amended, covering St. Annes' resale of the shares is in effect at the closing of the sale. "Market Price" is defined as the lowest daily volume weight adjusted price of our Common Stock (as reported on Bloomberg) for any trading day during the 10-trading day period ending on the day before the day that we give a sale notice to St. Annes. The purchase price that we will receive for our shares in each sale will be 88% of the Market Price of our Common Stock if the Market Price is more than $4 per share, and 86% of the Market Price if the Market Price is $4 per share or less. We have agreed to pay to Trinity Capital Advisors, Inc. an amount equal to 3% of the purchase price, and to issue to Trinity Capital Advisors shares of Common Stock having an aggregate value equal to 2% of the purchase price of the shares of Common Stock to be issued and sold to St. Annes under the securities purchase agreement.