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Microcap & Penny Stocks : DVID -- Ignore unavailable to you. Want to Upgrade?

To: Sigmund who wrote (61)	11/17/1998 11:18:00 AM
From: CoffeePot	Read Replies (1) \| Respond to of 149

Time to short?? soooon.............. Prefered debt financing: 1) First Tranche. OPLI will make an initial investment of $1.5 million in cash by October 23rd and $500 thousand in cash on or before November 5th (the "First Tranche"). In consideration of and upon funding of the First Tranche, DVS will issue $2.0 million of convertible preferred shares ("Preferred Stock") to OPLI. The shares of Preferred Stock issued in the First Tranche will convert into 4,255,319 shares of DVS' common stock ("Common Stock"). This represents a conversion price of approximately $0.47 per share of Common Stock. 2) Second Tranche. OPLI will make an investment of $1.0 to $2.0 million in cash during November 1998 (the "Second Tranche"). In consideration of and upon funding of the Second Tranche, DVS will issue a minimum of $1.0 to a maximum of $2.0 million in convertible preferred shares ("Preferred Stock") to OPLI. The shares of Preferred Stock issued in the Second Tranche will convert into a minimum of 2,127,660 to a maximum of 4,255,319 shares of DVS' common stock ("Common Stock"). This represents a conversion price of approximately $0.47 per share of Common Stock. The Second Tranche is subject to and conditioned upon DVS obtaining the approval of its shareholders to the Second Tranche, as well as subsequent Tranches. DVS anticipates that it will obtain foregoing shareholder approval within approximately 30 to 60 days from the date hereof. 3) Third Tranche. OPLI will have an option to make a third investment of a maximum of $2.0 million in cash during December 1998 (the "Third Tranche"). In consideration of and upon funding of the Third Tranche, DVS will issue up to a maximum of $2.0 million of convertible preferred shares ("Preferred Stock") to OPLI. The shares of Preferred Stock issued in the Third Tranche will convert into a maximum of 4,255,319 shares of DVS' common stock ("Common Stock"). This represents a conversion price of approximately $0.47 per share of Common Stock. Upon the full investment of $6.0 million and the conversion of the $6.0 million into common shares issued in association with the First, Second and Third Tranches, OPLI will own approximately 33% of the Final Outstanding Common Stock (including the shares of the common stock underlying the Preferred Stock issued to OPLI in the First Tranche and Second Tranche). The Third Tranche is subject to and conditioned upon DVS obtaining the approval of its shareholders to the Second Tranche, as well as subsequent Tranches. 4) Subsequent Tranche(s). OPLI will have the opportunity to invest on or before April 30, 1999, an additional $4.0 million in DVS (the "Subsequent Tranche(s)") for a total potential investment (excluding exercise of OPLI's option) of $10.0 million. The subsequent Tranche(s) will be in increments of $2.0 million. In consideration of and upon funding of the Subsequent Tranche(s), DVS will issue up to an additional $4.0 million of Preferred Stock to OPLI. The maximum number of preferred shares of DVS issued in the Subsequent Tranche(s) will be convertible into 8,510,638 shares of DVS common stock. This represents a conversion price of approximately $0.47 per share of Common Stock. OPLI will fund the Subsequent Tranche(s) with 50% in cash and 50% in Letter(s) of Credit issued to DVS suppliers. The Subsequent Tranche(s) are subject to and conditioned upon DVS obtaining the approval of its shareholders to the Second Tranche, as well as subsequent Tranches. 5) Option Grant. In connection with funding the First Tranche, DVS will grant a stock option to purchase 2.0 million shares of Common Stock at an exercise price of $0.75 per share. In connection with the funding of the Second Tranche, DVS will grant a stock option to purchase 1.0 million shares of Common Stock at an exercise price of $0.75 per share. Both options will expire twenty-four (24) months after the grant date. The terms of the options will provide for OPLI to exercise this option, in whole or in part, at any time prior to its expiration by making a cash payment to DVS for the portion exercised.