EXHIBIT 2.9
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SECURITY AGREEMENT
This SECURITY AGREEMENT dated as of March 15, 2005 ("Security Agreement"), is
between Dragon International Group Corp., a Florida corporation ("Borrower") and
Skyebanc, Inc., whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Placement Agent") on behalf of those parties set forth on
Schedule A attached hereto (individually a "Secured Party" and collectively, the
"Secured Parties").
PRELIMINARY STATEMENTS
A. Secured Parties have loaned Borrower $357,500 (USD), in consideration for
which Borrower has issued and delivered a series of secured convertible notes to
Secured Parties in an aggregate principal amount of $357,500 (the "Notes").
The timely payment of all amounts due by Borrower under the Notes is secured by
the terms of this Security Agreement.
B. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and
in order to induce Secured Parties to loan Borrower $300,000 Borrower hereby
agrees as follows:
1. Grant of Security Interest. Borrower hereby grants to Secured Parties a
security interest in and on all of Borrower's right, title and interest in and
to all of the following, whether now owned or hereafter acquired or existing
(the "Collateral"):
a. All equipment in all of its forms, wherever located, including, without
limitation, all machinery and other goods, furniture, furnishings, fixtures,
office supplies and all other similar types of tangible personal property and
all parts thereof and all accessions thereto, together with all parts, fittings,
special tools, alterations, substitutions, replacements and accessions thereto
(any and all such equipment, parts and accessions being the "Equipment");
b. All inventory in all of its forms, wherever located, including, but not
limited to, (i) all raw materials and work in progress, finished goods, and
materials used or consumed in manufacture or production, (ii) goods in which
Borrower has an interest in mass or a joint or other interest or right of any
kind (including, without limitation, goods in which Borrower has an interest or
right as consignee), and (iii) goods which are returned to or repossessed by
Borrower, and all accessions thereto and products thereof and all documents and
documents of title relating to or covering any of the foregoing or any other
assets ("Documents") (any and all such inventory, accessions, products and
Documents being the "Inventory");
c. All accounts, accounts receivable, cash or cash equivalents, contract
rights, chattel paper, instruments, acceptances, drafts, general intangibles,
payment intangibles, letter-of-credit rights, commercial torts claims, deposit
accounts, consignments, promissory notes and other obligations of any kind,
whether or not arising out of or in connection with the sale or lease of goods
or the rendering of services, together with all ledger sheets, files, records
and documents relating to any of the foregoing, including all computer records,
programs, storage media and computer software useful or required in connection
therewith (the "Receivables"), and all rights now or hereafter existing in and
to all security agreements, leases, and other contracts securing or otherwise
relating to any such Receivables, and any and all such leases, security
agreements and other contracts (the "Related Contracts");
d. All rights under all contracts or agreements to which Borrower is a
party (other than contracts or agreements entered into prior to the date of this
Agreement which by their terms expressly prohibit the granting of any lien,
charge, claim or encumbrance of any nature whatsoever ("Lien") thereon; all
contracts and agreements entered into by Borrower during the term of this
Agreement shall permit the attachment of the Lien provided for under this
Agreement);
e. All trademarks, trade names, trade styles, service marks, prints and
labels on which said trademarks, trade names, trade styles and service marks
have appeared or appear, designs and general intangibles of like nature, now
existing or hereafter adopted, all right, title and interest therein and
thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof, or any other country or any political subdivision
thereof, together with the goodwill associated therewith, and all reissues,
amendments, extensions or renewals thereof and all licenses thereof (the
"Trademarks");
f. All copyrights, copyrighted works or any item which embodies such
copyrighted work of the United States or any other country, all applications
therefore, all right, title and interest therein and thereto, and all
registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof, and all derivative
works, extensions or renewals thereof (the "Copyrights");
g. All letters patent of the United States or any other country, and all
applications therefore, all right, title and interest therein and thereto, and
all registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, and all
reissues, continuations, divisionals, continuations-in-part or extensions
thereof and all licenses thereof (the "Patents");
h. All other tangible and intangible personal property and fixtures; and
i. All proceeds of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described in
clauses (a) through (h) of this Section 1) and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Parties are the
loss payees thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing items.
j. All of the terms used in the above definition of Collateral shall have
the meanings given to such terms under the Uniform Commercial Code of the
applicable jurisdiction as amended from time to time.
2. Security for Obligations. Subject to any prior secured interest in the
Collateral, the Collateral secures the prompt and complete payment when due of
the outstanding principal and interest under the Notes.
3. Borrower Remains Liable. Anything herein to the contrary
notwithstanding, (a) Borrower shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Security Agreement had not been executed, (b) the exercise by Secured Parties of
any of the rights hereunder shall not release Borrower from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) Secured Parties shall not have any obligation or liability under the
contracts and
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agreements included in the Collateral by reason of this Security Agreement, nor
shall Secured Parties be obligated to perform any of the obligations or duties
of Borrower thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.
4. Representations and Warranties. Borrower represents and warrants to
Secured Parties as follows:
a. All of the Equipment and Inventory (i) were acquired in the ordinary
course of business and (ii) are located at the places specified in Schedule 1
hereto. The chief place of business and chief executive office of Borrower and
the office where Borrower keeps its records concerning Receivables are located
at the address specified on Schedule 1 hereto.
b. Borrower owns the Collateral free and clear of any Lien, except for the
security interest created by this Security Agreement.
c. Borrower conducts no business under any name or trade name other than
its proper corporate name.
d. Borrower has exclusive possession and control of the Equipment and
Inventory.
e. All of Borrower's material Related Contracts are in full force and
effect, and Borrower and, to Borrower's knowledge, the other persons to each
such Related Contract have performed in all material respects their respective
obligations under each such Related Contract.
f. Borrower has the right to use all Patents, Trademarks, and Copyrights
and all computer programs and other rights, free from materially burdensome
restrictions, which are necessary for the operation of its business as presently
conducted. There is not pending or threatened any claim or litigation against or
affecting Borrower contesting the validity of any of the Patents, Trademarks or
Copyrights or computer program or other right.
g. This Security Agreement creates a valid Lien in the Collateral, securing
the payment of all amounts due under the Notes, and all other actions necessary
or desirable to perfect and protect such security interest have been duly taken.
5. Further Assurances.
a. Borrower agrees that from time to time, at the expense of Borrower,
Borrower will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that Secured Parties may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable Secured
Parties to exercise and enforce their rights and remedies hereunder with respect
to any Collateral.
b. Borrower hereby authorizes Secured Parties to file one or more financing
or continuation statements, and amendments thereto, relative to all or any part
of the Collateral without the signature of Borrower where permitted by law. A
carbon, photographic or other reproduction of this Security Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
c. Borrower will furnish to Secured Parties from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Secured Parties may reasonably
request, all in reasonable detail.
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d. Borrower will defend the Collateral against all claims and demands of
all persons (other than Secured Parties) claiming an interest therein. Borrower
will pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including claims
for labor, materials and supplies) against, the Collateral, except to the extent
where there is a good faith contest to the validity thereof. In connection with
any such good faith contest Borrower will, at the request of Secured Parties,
promptly provide a bond, cash deposit or other security reasonably satisfactory
to protect the security interest of Secured Parties should such good faith
contest be unsuccessful.
6. As to Equipment, Inventory and Trademarks. Borrower shall:
a. Keep the Equipment and Inventory (other than Inventory sold in the
ordinary course of business) at the places therefore specified in Schedule 1
hereto or, upon 30 days' prior written notice to Secured Parties, at such other
places in jurisdictions where all action required by Section 5 shall have been
taken with respect to the Equipment and Inventory;
b. Cause the Equipment necessary for the conduct of its business to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted, and shall forthwith, or in the case of any
loss or damage to any of the Equipment as quickly as practicable after the
occurrence thereof, make or cause to be made all repairs, replacements, and
other improvements in connection therewith which are necessary or desirable to
such end;
c. Permit Secured Parties thereof to have access to the Inventory and
Equipment for purposes of inspection during normal business hours and upon
reasonable notice to Borrower;
d. Promptly notify Secured Parties in writing of any material loss or
damage to the Inventory or Equipment;
e. Not sell, assign, lease, mortgage, transfer or otherwise dispose of any
interest in the Inventory or Equipment, except in the ordinary course of
business;
f. Not use or permit the Inventory or Equipment to be used for any unlawful
purpose or in violation of any law or for hire;
g. Not permit the Equipment to become a part of or to be affixed to any
real property of any person;
h. Advise Secured Parties of all Trademarks, Patents and Copyrights or
applications for or registration of the same, created or obtained by Borrower on
or after the date of this Security Agreement; and
i. Take all reasonable steps to maintain and enforce the Trademarks,
Patents and Copyrights material to the conduct of its business, including but
not limited to (1) payment of all fees, (2) prosecuting infringers if failure to
do so would materially and adversely affect the business of Borrower and (3)
diligently pursuing any application or registration material to the business of
Borrower.
7. Insurance.
a. Borrower shall, at its own expense, maintain insurance with respect to
the Equipment and Inventory in such amounts, against such risks, in such form
and with such insurers, as is reasonable for a
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company of like size and like business.
b. Reimbursement under any liability insurance maintained by Borrower
pursuant to this Section 7 may be paid directly to the person who shall have
incurred liability covered by such insurance. In case of any loss involving
damage to Equipment or Inventory when subsection (c) of this Section 7 is not
applicable, Borrower shall make or cause to be made the necessary repairs to or
replacements of such Equipment or Inventory, and any proceeds of insurance
maintained by Borrower pursuant to this Section 7 shall be paid to Borrower as
reimbursement for the costs of such repairs or replacements.
c. Upon the occurrence of any event of default under the terms of the Notes
("Event of Default"), all insurance payments in respect of such Equipment or
Inventory shall be paid to Secured Parties and applied to amounts due under the
Notes.
8. As to Receivables.
a. Borrower shall keep the Receivables at its chief place of business and
chief executive office and the office where it keeps its records concerning the
Receivables, at the location therefore specified in Schedule 1 hereto or, upon
30 days' prior written notice to Secured Parties, at such other locations in a
jurisdiction where all action required by Section 5 shall have been taken with
respect to Receivables. Borrower will hold and preserve such records and will
permit representatives of Secured Parties to inspect and make abstracts from
such records.
b. Except as otherwise provided in this subsection (b), Borrower shall
continue to collect, at its own expense, all amounts due or to become due to
Borrower under the Receivables. In connection with such collections, Borrower
may take (and, at the discretion of Secured Parties, shall take) such action as
Borrower or Secured Parties may deem necessary or advisable to enforce
collection of the Receivables; provided, however, that Secured Parties shall
have the right at any time, upon the occurrence and during the continuance of an
Event of Default, upon written notice to Borrower of its intention to do so, to
notify the account debtors or obligors under any Receivables of the assignment
of such Receivables to Secured Parties and to direct such account debtors or
obligors to make payment of all amounts due or to become due to Borrower
thereunder directly to Secured Parties and, upon such notification and at the
expense of Borrower, to enforce collection of any such Receivables, and to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as Borrower might have done. After receipt by Borrower of
the notice from Secured Parties referred to in the proviso to the preceding
sentence and as long as there is an Event of Default, (i) all amounts and
proceeds (including instruments) received by Borrower in respect of the
Receivables shall be received in trust for the benefit of Secured Parties
hereunder, shall be segregated from other funds of Borrower and shall be
forthwith paid over to Secured Parties in the same form as so received (with any
necessary endorsement) to be held as cash collateral, or be applied as provided
by Section 13(b), as determined by Secured Parties, and (ii) Borrower shall not
adjust, settle or compromise the amount or payment of any Receivable, or release
wholly or partly any account debtor or obligor thereof, or allow any credit or
discount thereon, other than any discount allowed for prompt payment.
9. Transfer and Other Liens.
a. Sell, assign (by operation of law or otherwise) or otherwise dispose of
any of the Collateral, except in the ordinary course of business. Upon any such
sale, assignment, or disposal of Collateral, all such proceeds of such
transaction shall be used to pay any and all amounts of principal and interest
outstanding under the Notes.
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b. Except for purchase money financing liens in the ordinary course of
business or statutory liens in the ordinary course of business, Borrower shall
not create or suffer to exist any Lien upon or with respect to any of the
Collateral to secure debt of any person.
10. Agent Appointed Attorney-in-Fact. Secured Parties hereby irrevocably
appoint an individual employee of Placement Agent, to be agreed upon by
Placement Agent and the Borrower, as Secured Parties' attorney-in-fact (the
"Agent"), with full authority in the place and stead of Secured Parties and in
the name of Secured Parties, Agent or otherwise, to take any action and to
execute any instrument which Agent may deem necessary or advisable to accomplish
the purposes of this Security Agreement in the event of a default, including,
without limitation:
a. to obtain and adjust insurance required to be paid to Secured Parties
pursuant to Section 7;
b. to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give
a quittance and receipts for moneys due and to become due under or in respect of
any of the Collateral;
c. to receive, endorse, assign, and collect any and all checks, notes,
drafts and other negotiable and non-negotiable instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and Borrower waives
notice of presentment, protest and non-payment of any instrument, document or
chattel paper so endorsed or assigned;
d. to file any claims or take any action or institute any proceedings which
Agent may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of Secured Parties with respect to
any of the Collateral; and
e. to sell, transfer, assign or otherwise deal in or with the Collateral or
the proceeds or avails thereof, as fully and effectually as if Secured Parties
were the absolute owner thereof.
f. Secured Parties hereby ratify and approves all acts, other than those
which result from Agent's gross negligence or willful misconduct, of Agent, as
its attorney in-fact, pursuant to this Section 10; and Agent, as its attorney
in-fact, will not be liable for any acts of commission or omission, nor for any
error of judgment or mistake of fact or law other than those which result from
Agent's gross negligence or willful misconduct. This power, being coupled with
an interest, is irrevocable so long as this Security Agreement remains in
effect.
g. Secured Parties also authorizes Agent, at any time and from time to
time, after the occurrence and during the continuance of an Event of Default, to
communicate in its own name with any party to any contract, agreement or
instrument included in the Collateral with regard to the assignment of such
contract, agreement or instrument and other matters relating thereto.
11. Agent May Perform. If Borrower fails to perform any agreement contained
herein, Agent may itself or at the direction of a majority of the Secured
Parties perform, or cause performance of, such agreement, and the expenses of
Agent or Secured Parties incurred in connection therewith shall be payable by
Borrower under Section 14(b).
12. Agent's Duties. The powers conferred on Agent hereunder are solely to
protect the Secured Parties' interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Agent shall not have any duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.
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13. Remedies. If any Event of Default shall have occurred, then during the
continuance of such Event of Default:
a. Agent may on behalf of the Secured Parties exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of an Agent on default
under the Uniform Commercial Code (the "Code") (whether or not the Code applies
to the affected Collateral) and also may (i) require Borrower to, and Borrower
hereby agrees that it will at its expense and upon the request of Agent
forthwith, assemble all or part of the Collateral as directed by Agent and make
it available to Agent at a place to be designated by Agent and (ii) to enter the
premises where any of the Collateral is located and take and carry away the
same, by any of its representatives, with or without legal process, to Agent's
place of storage, and (iii) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Agent's offices or elsewhere, for cash, on credit or for future
delivery and upon such other terms as Agent may deem commercially reasonable.
Borrower agrees that, to the extent notice of sale shall be required by law, at
least five (5) days' notice to Borrower of the time and place of any public or
private sale is to be made shall constitute reasonable notification. Agent shall
not be obligated to make any sale of Collateral regardless of notice of sale
having been given. Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefore, and such sale may,
without further notice, be made at the time and place it was so adjourned.
b. All cash proceeds received by Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of Agent, be held by Agent as collateral for, and/or then
or at any time thereafter applied (after payment of any amounts payable to
Secured Parties and Agent pursuant to Section 14) in whole or in part by Agent
against, all or any part of the amounts due under the Notes in such order as
Agent shall elect. Any surplus of such cash or cash proceeds held by Agent and
remaining after payment in full of all the amounts due under the Notes shall be
paid over to Borrower. If the proceeds of the sale of the Collateral are
insufficient to pay all of the amounts due under the Notes Borrower agrees to
pay upon demand any deficiency to Secured Parties.
c. Not withstanding any provision contained herein, the Agent, Secured
Parties and the Borrower will cooperate in good faith to receive the most value
for any Collateral liquidation necessitated by a breach of any covenant
contained herein. Specifically, the Borrower shall have the right to sell in
whole or in part any Collateral independently from the agent as long as all
proceeds are first applied to any obligation herein. All parties are obligated
to receive at a minimum fair market value for liquidated Collateral and the
Borrower will have the right to sell said collateral to any third party offers
equal to or greater than any offer made to the Agent or Secured Parties.
14. Indemnity and Expenses.
a. Borrower agrees to indemnify Agent and Secured Parties from and against
any and all claims, losses and liabilities arising out of or resulting from this
Security Agreement (including, without limitation, enforcement of this Security
Agreement), except claims, losses or liabilities resulting from Secured Parties'
gross negligence or willful misconduct.
b. Borrower will upon demand pay to Agent and Secured Parties the amount of
any and all expenses, including the reasonable fees and out of pocket
disbursements of its counsel and of any experts and agents, which Secured
Parties may incur in connection with (i) filing or recording fees incurred in
connection with this Security Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any of
the Collateral, (iii) the exercise or enforcement of any of
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the rights of Secured Parties, or (iv) the failure by Borrower to perform or
observe any of the provisions hereof. Agent and Secured Parties shall not be
liable to Borrower for damages as a result of delays, temporary withdrawals of
the Equipment from service or other causes other than those caused by Secured
Parties' gross negligence or willful misconduct.
15. Continuing Security Interest; Transfer of the Notes. This Security
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until payment in full of all amounts
due under the Notes, (b) be binding upon Borrower, its successors and assigns,
and (c) inure to the benefit of Secured Parties and its successors, transferees
and assigns. Upon the payment in full of all amounts due under the Notes, the
security interest granted hereby shall terminate and all rights to the
Collateral shall revert to Borrower. Upon any such termination, Secured Parties
will, at Borrower's expense, execute and deliver to Borrower such Uniform
Commercial Code termination statements and such other documentation as Borrower
shall reasonably request to effect the termination and release of the Liens on
the Collateral.
16. No Third-Party Beneficiaries. This Security Agreement shall not confer
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
17. Entire Agreement. This Security Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements, or representations by or among
the parties, written or oral, to the extent they have related in any way to the
subject matter hereof.
18. Succession and Assignment. This Security Agreement shall be binding
upon and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. The Borrower may not assign the Notes, this
Security Agreement, or any of the rights, interests, or obligations thereunder
or hereunder.
19. Counterparts. This Security Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
20. Headings. The section headings contained in this Security Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Security Agreement.
21. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Borrower: If to the Lender:
Dragon International Group Corp. Skyebanc, Inc.
▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ highway, Suite 170
International Trading Center ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ 315000
Attn: ▇▇▇▇▇ ▇▇, President
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Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient.
Any party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
parties notice in the manner herein set forth.
22. Governing Law. This Security Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Florida.
23. Amendments and Waivers. No amendment of any provision of this Security
Agreement shall be valid unless the same shall be in writing and signed by both
Borrower and Agent. No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
24. Severability. Any term or provision of this Security Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
25. Construction. The parties have participated jointly in the negotiation
and drafting of this Security Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Security Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Security Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement on
the date first above written.
Dragon International Group Corp. Skyebanc, Inc.
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: ____________ Title: ____________
SCHEDULE A
Investor
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Name Investment
---- ----------
1 Edge Capital Partners, Ltd. $ 50,000.00
2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $ 62,500.00
3 ▇▇▇▇▇▇ ▇▇▇▇▇ $ 75,000.00
4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 25,000.00
5 Rasen Trust $ 25,000.00
▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $ 70,000.00
7 The ▇▇▇▇▇▇ II Limited Partnership $ 50,000.00
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$357,500.00
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