Exhibit
10.46
NOTE PURCHASE AGREEMENT
BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
AND
CERTAIN INVESTORS
(AS LISTED ON SCHEDULE A)
DATED
DECEMBER 30th, 2005
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NOTE PURCHASE AGREEMENT
----------------------
This
NOTE PURCHASE
AGREEMENT (the "AGREEMENT") is made and entered into as
of 30th day of December, 2005 by and among ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC. Inc., a
corporation organized
and existing under the laws of the State of
Florida ("ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC." or the "COMPANY"), and
certain investors,
(hereinafter
referred to
collectively
as "INVESTOR" or
"INVESTORS") as listed
on Schedule A herein
(each agreement
with an Investor
being deemed a separate and independent agreement between the Company and such
Investor).
PRELIMINARY STATEMENT:
---------------------
WHEREAS, the Investors
wish to advance to the Company, upon the terms and
subject to the
conditions of this
Agreement,
One Hundred Thousand Dollars
($100,000) pursuant
to a secured note (the "NOTE"). The Note shall be
convertible into shares of common stock in the Company at two and
one half cents
($0.025) per share (the "CONVERSION PRICE"). In addition, the
Company will issue
Common Stock Purchase Warrants to purchase forty (40) shares of
common stock for
every dollar
($1.00) of principal
of the Note,
at an exercise
price of five
cents ($0.05) per share. (The Note and corresponding forty (40) stock purchase
warrants are referred to herein as a "Unit"). The Note shall have a term of
two
(2) years bearing
interest at a rate of eight percent (8%) per annum. The Note
shall have first lien and security interest on all assets of the
Company and its
subsidiaries
subordinated only to
any previous such lien and security interest
that Lender has from Company based on any prior separate financing.
The Company
shall have no right to prepay the Note. Investor may convert the Note at any
time.
WHEREAS, the parties
intend to memorialize
the purchase and sale
of such
Units;
NOW,
THEREFORE,
in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration,
the receipt and
adequacy of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
ARTICLE I
INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
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1.1 INCORPORATION
BY REFERENCE. The foregoing recitals, SCHEDULE A and the
Exhibits attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this
reference.
NOTE PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
PAGE 1 OF 24
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1.2 SUPERSEDER. This
Agreement, to the
extent that it is inconsistent with any
other instrument or understanding among the parties governing the
affairs of the
Company, shall
supersede such instrument or understanding to the fullest
extent
permitted by law.
A copy of this
Agreement shall be filed at the Company's
principal office.
1.3 CERTAIN
DEFINITIONS.
For purposes of this Agreement, the following
capitalized terms shall have the following meanings (all capitalized terms
used
in this Agreement that are not defined in this Article 1 shall have
the meanings
set forth elsewhere in this Agreement):
1.3.1 "1933 ACT" means the Securities Act of 1933, as amended.
1.3.2 "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
1.3.3 "AFFILIATE" means a Person or Persons directly or indirectly,
through
one or more intermediaries, controlling, controlled by or under common
control
with the Person(s) in question. The term "control," as used in the
immediately
preceding sentence,
means, with respect to a Person that is a corporation, the
right to the exercise,
directly or
indirectly, of more
than 50 percent of the
voting rights
attributable to the
shares of such controlled corporation and,
with respect to a Person that is not a corporation, the possession,
directly or
indirectly, of the
power to direct or cause the direction of the management or
policies of such controlled Person.
1.3.4 "ARTICLES". The
Articles of Organization of the Company, as the same
may be amended from time to time.
1.3.5 "CLOSING DATE"
means the initial
advance under the Note which shall
occur on December 30, 2005 .
1.3.6 "COMMON
STOCK"
means the shares of common stock of ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC par value $0.001 per share
1.3.7 "EFFECTIVE DATE"
shall mean the date the Registration Statement of
the Company
covering the Shares being subscribed for hereby is declared
effective.
1.3.8 "MATERIAL ADVERSE EFFECT" shall mean any adverse effect on the
business, operations,
properties or
financial condition of the Company that is
material and adverse to the Company and its subsidiaries
and affiliates,
taken
as a whole and/or any condition, circumstance, or situation that
would prohibit
or otherwise materially interfere with the ability of the Company
to perform any
of its material
obligations under this
Agreement or the
Registration
Rights
Agreement or to perform its obligations under any other material
agreement.
(1)
1.3.9 "FLORIDA ACT" means the Florida revised Statutes, as
amended.
1.3.10 "PERSON" means an individual, partnership, firm, limited liability
company, trust,
joint venture,
association,
corporation,
or any other legal
entity.
NOTE PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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1.3.11 "PURCHASE PRICE" means the advances made for the Units.
1.3.12 REGISTRATION
RIGHTS AGREEMENT"
shall mean the registration rights
agreement between the Investors and the Company attached hereto as
Exhibit B.
1.3.13 "REGISTRATION STATEMENT" shall mean the registration
statement under
the 1933 Act to be filed with the Securities and Exchange Commission for the
registration of the
Shares pursuant to the Registration Rights Agreement
attached hereto as Exhibit B.
1.3.14 "SEC" means the Securities and Exchange Commission.
1.3.15 "SEC DOCUMENTS"
shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question, all Forms 10-Q or 10-QSB and 8-K
filed thereafter,
and the Proxy
Statement for its
latest fiscal year as
of the time in question
until such time as the
Company no longer has
an obligation
to maintain the
effectiveness of a
Registration
Statement as set forth in the Registration
Rights Agreement.
1.3.16 "SHARES" shall mean, collectively, the shares of Common
Stock of the
Company issued upon
conversion of the Note
subscribed for
hereunder and those
shares of Common Stock issuable to the Investor upon exercise of
the Warrants.
1.3.17 "UNITS" shall mean the Note and the Warrants
collectively.
1.3.18 "WARRANTS" shall mean the Common Stock Purchase Warrants in
the form
attached hereto Exhibit C.
1.3.19 "INSIDERS" shall mean officers and directors of the
Company.
ARTICLE II
SALE AND PURCHASE OF ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNITS AND PURCHASE PRICE
2.1 SALE OF ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC.
UNITS Upon the terms
and
subject to the conditions set forth herein, and in accordance with applicable
law, the Company agrees to sell, and the Investors, severally and not jointly,
agree to purchase the
following Units with a principal
amount of One
Hundred
Thousand Dollars
($100,000) in
accordance with the
commitments
set forth on
SCHEDULE A attached hereto, at the Purchase Price on the Closing
Date, each Unit
consisting of:
NOTE PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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2.1.1 NOTE Upon
execution and delivery of this Agreement and the Company's
receipt of the Purchase Price (as described herein), each Investor
shall receive
Notes of the Company.
The Company
shall register the shares of Common Stock
underlying conversion
of the Notes
pursuant to the terms
and conditions of
a
Registration Rights
Agreement attached hereto as Exhibit B. The
Registration
Rights Agreement shall include, but not be limited to, such terms
and conditions
as the immediate registration of the shares of Common Stock underlying
conversion of the Note
sold hereunder,
one demand
right if all the
shares of
Common Stock underlying conversion of the Note sold hereunder are
not registered
or the Registration
Statement is subsequently not effective, unlimited "piggy
back" registration
rights, and liquidated damages to the Investor of thirty six
percent (36%) of the Purchase Price per annum payable on a
monthly basis if the
shares of Common Stock
underlying
conversion
of the Note are not
registered
pursuant to an
effective Registration Statement within four months of the
Closing Date or if the shares of Common Stock underlying
conversion of the
Note
are registered
pursuant to an effective Registration Statement and such
Registration Statement
or other Registration
Statement including the shares of
Common Stock
underlying conversion
of the Note is not
effective in the period
from six months
following the Closing
Date through two years following the
Closing Date,
except that the
obligation of the
Company terminates
when the
holder of shares of Common Stock underlying conversion of the Note no longer
holds more than twenty percent (20%) of their shares of Common
Stock underlying
conversion of the Note as acquired herein.
2.1.1.1 MAXIMUM
EXERCISE The Holder shall not be entitled to
convert a Note on a
conversion date to
acquire a number of shares of
Common Stock
that would be in
excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its
affiliates on an
exercise date, and (ii) the number of shares of
Common Stock issuable
upon the conversion of the Note with respect to
which the determination of this limitation is being made on a
conversion date,
which would result in
beneficial
ownership by the
Holder and its affiliates of more than 4.9% of the outstanding
shares
of Common Stock on
such date. For the
purposes of the immediately
preceding sentence,
beneficial
ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing,
the Holder shall not be limited to aggregate conversions which would
result in the issuance of more than 4.9%.
2.1.2 WARRANTS Upon
execution and delivery
of this Agreement and the Company's
receipt of the Purchase Price (as described herein), each Investor
shall receive
Warrants to
purchase forty (40) shares of common stock for every one dollar
($1.00) of Notes purchased. The Warrant, a form of which is attached hereto
as
EXHIBIT C shall
include, but not be
limited to, such terms and conditions as a
exercise price of
$0.05 per share (as adjusted from time to time as provided in
the Warrant), an expiration date of five (5) years from the date of
issuance or
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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eighteen months of
effectiveness
of a Registration Statement, whichever is
longer, with a cashless exercise provision.
2.1.2.1 MAXIMUM
EXERCISE The Holder shall not be entitled to
exercise this
Warrant on an exercise
date in connection with that
number of shares of Common Stock which would be in excess of the
sum
of (i) the number of shares of Common Stock beneficially owned by the
Holder and its
affiliates on an exercise date, and (ii) the number of
shares of
Common Stock issuable upon the exercise of this Warrant with
respect to which the determination of this limitation is being made
on
an exercise date,
which would result in
beneficial ownership
by the
Holder and its affiliates of more than 4.9% of the outstanding
shares
of Common Stock on
such date. For the
purposes of the immediately
preceding sentence,
beneficial
ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing,
the Holder shall not
be limited to
aggregate exercises
which would
result in the issuance of more than 4.9%.
2.2 PURCHASE
PRICE. The purchase price to be paid by each
Investor on the
Closing Date
shall be as defined section 1.3.5, as the case may be, in
accordance with on
SCHEDULE A attached
hereto, and shall be
payable in United
States Dollars.
Payment to the Company
of the Purchase Price
shall be made at
the Closing
Date by wire
transfer of funds to
the account
specified by the
Company and provided to the Investor.
Payment by check shall be as follows:
Entech Environmental Technologies, Inc.
3233 Grand Avenue, Suite N353
Chino Hills, CA 91709
Tel:
866-815-3951
Payment by wire shall be as follows:
To the bank coordinates as provided by the Company.
ARTICLE III
CLOSING
DATE AND DELIVERIES AT CLOSING
3.1 CLOSING DATE The closing of the transactions contemplated by this Agreement
(the "CLOSING"),
unless expressly determined herein, shall be held at the
offices of the Company, at at 5:00 P.M. local time, on the Closing
Date or on
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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such other
date and at such
other place as may be mutually agreed by the
parties, including closing by facsimile with originals to
follow.
3.2 DELIVERIES
BY THE COMPANY.
In addition to and
without limiting any
other
provision of this
Agreement,
the Company
agrees to deliver, or cause to be
delivered, to the Investors, the following:
(a) Within five (5)
business days after Closing, ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. will issue a Note duly endorsed to Investor;
(b) At or prior to
Closing, an executed Agreement;
(c) At or prior to
Closing, an
executed Warrant in the name of the
Investor in the form
attached hereto as EXHIBIT C; (d) At or
prior to Closing,
an executed Registration Rights Agreement
between the Investor and the Company in the form attached
hereto
as EXHIBIT B;
(e) At or prior to
Closing, confirmation that the provisions of
Paragraphs
6.6, 6.7, and 6.8 herein have been satisfied or
commenced, as appropriate;
(f) Such other documents or certificates as shall be reasonably
requested by the each Investor or its counsel.
3.3 DELIVERIES
BY INVESTOR. In addition to and without limiting any other
provision of this
Agreement, each
Investor agrees to
deliver, or cause to
be
delivered, to the Company, as appropriate, the following:
(a) At or prior to
Closing, the Purchase
Price; (b) At or prior to
Closing, an executed Agreement;
(c) At or prior to
Closing, an executed Registration Rights Agreement
between the Investor and the Company in the form attached
hereto
as EXHIBIT B; and
(d) Such other documents or certificates as shall be reasonably
requested by the Company or his counsel.
In the event any document provided to the other party in
Paragraphs 3.2 and 3.2
herein are provided by facsimile, the party shall forward an
original document
to the other party within seven (7) business days.
3.4 FURTHER
ASSURANCES.
The Company and each
Investor shall, upon request, on
or
after the Closing Date, cooperate with each other (specifically, the
Company shall
cooperate with each Investor, and each Investor shall
cooperate with the
Company, and no
Investor is required to cooperate with
any
other Investor) by furnishing any additional information, executing
and
delivering any additional documents and/or other instruments
and doing any
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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and
all such things as may be reasonably required by the parties or
their
counsel to consummate or otherwise implement the transactions
contemplated
by
this Agreement.
3.5 THE INVESTORS
HOLDING A MAJORITY OF DOLLAR AMOUNT INVESTED MAY WAIVE ANY OF
THE
COMPANY'S CONDITIONS OF CLOSING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC. represents and warrants to the
Investors (which
warranties
and representations shall survive the Closing
regardless of what examinations, inspections, audits and other investigations
the Purchaser has heretofore made or may hereinafter make with respect to such
warranties and representations) as follows:
4.1 ORGANIZATION AND QUALIFICATION. ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. is a
corporation duly organized, validly existing and in good standing
under the laws
of the State of Florida, and has the requisite corporate
power and authority to
own, lease and operate
its properties and to carry on its business as it is now
being conducted and is
duly qualified to do business in any other jurisdiction
by virtue of the nature of the businesses conducted by it or the
ownership or
leasing of its properties, except where the failure to be so
qualified will not,
when taken together with all other such failures, have a Material
Adverse Effect
on the business, operations, properties, assets, financial
condition or results
of operation of ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC. and
its subsidiaries
taken as a whole.
4.2 ARTICLES OF
INCORPORATION AND
BY-LAWS. The complete
and correct copies of
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.'s Articles of Incorporation
and By-Laws,
as amended or restated
to date which have
been filed with the
Securities and
Exchange Commission
are a complete
and correct copy of such document as in
effect on the date hereof and as of the Closing Date.
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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4.3 CAPITALIZATION.
4.3.1 The authorized and outstanding capital stock of ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC. is
set forth in ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC.'s
Annual Report on Form 10-KSB, filed with the Securities and
Exchange Commission
and updated on all subsequent SEC Documents. All shares of capital stock
have
been duly authorized and are validly issued, and are fully paid and
non-assessable, and free of preemptive rights.
4.3.2 Except
pursuant to this Agreement, and as set forth in ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC.'s
most recent Annual
Report on Form
10-KSB,
filed with the SEC, as of the date hereof and as of the Closing
Date, there are
not now outstanding
options, warrants, rights to subscribe for, calls or
commitments of any
character whatsoever relating to, or securities or
rights
convertible into or
exchangeable
for, shares of any
class of capital stock of
ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC., or agreements, understandings or
arrangements to which ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC. is a party, or
by
which ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC. is or may be bound, to issue
additional shares of its capital stock or options, warrants, scrip or rights to
subscribe for, calls or commitment of any character whatsoever relating to, or
securities or rights
convertible into or
exchangeable
for, any shares of
any
class of its capital stock except with Investor. The Company agrees to inform
the Investors in writing of any additional warrants granted prior
to the Closing
Date.
4.3.3 The Company on the Closing Date (i) will have full right,
power, and
authority to sell,
assign, transfer, and deliver, by reason of record and
beneficial ownership, to each Investor, ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC.
Shares hereunder,
free and clear of all liens, charges, claims, options,
pledges, restrictions,
and encumbrances
whatsoever; and (ii)
upon delivery of
and payment by each Investor of the Purchase Price to the Company,
such Investor
will acquire good and marketable title to such Company Stock,
free and clear of
all liens, charges,
claims, options,
pledges, restrictions,
and encumbrances
whatsoever.
4.4 AUTHORITY.
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. has all requisite
corporate power and authority to execute and deliver this
Agreement, the
Notes,
Security Agreement and
UCC Financing
Statements,
to perform its
obligations
hereunder and thereunder and to consummate the transactions
contemplated
hereby
and thereby.
The execution and delivery of this Agreement by ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC.
and the consummation of the transactions
contemplated hereby
have been duly authorized by all necessary corporate action
and no other corporate proceedings on the part of ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. is necessary to authorize this Agreement or to
consummate the
transactions
contemplated hereby
except as disclosed in this Agreement. This
Agreement has
been duly executed and delivered by ENTECH ENVIRONMENTAL
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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TECHNOLOGIES, INC. and
constitutes the legal,
valid and binding
obligation of
ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC., enforceable against ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC. in accordance with its terms.
4.5 NO CONFLICT;
REQUIRED FILINGS AND
CONSENTS. The
execution and delivery of
this Agreement by
ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC. does not, and the
performance by ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC. of their respective
obligations hereunder
will not: (i)
conflict with or violate the Articles
or
By-Laws of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.; (ii) conflict with,
breach
or violate any federal, state, foreign or local law, statute,
ordinance,
rule,
regulation, order, judgment or decree (collectively, "LAWS") in
effect as of the
date of this Agreement
and applicable to ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC.; or (iii) result
in any breach of,
constitute a default (or an event that
with notice or lapse of time or both would become a default) under,
give to any
other entity any right of termination, amendment, acceleration or cancellation
of, require payment under, or result in the creation of a lien or
encumbrance on
any of the properties
or assets of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit,
franchise or other
instrument
or obligation to which
ENTECH
ENVIRONMENTAL
TECHNOLOGIES,
INC. is a party or by ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. or
any of its properties or assets is bound. Excluding from
the foregoing are such violations, conflicts, breaches, defaults,
terminations,
accelerations,
creations of
liens, or incumbency that would not, in the
aggregate, have a Material Adverse Effect.
4.6 REPORT AND FINANCIAL STATEMENTS. ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC.'s
Annual Report on Form 10-KSB, filed with the Securities and
Exchange Commission
contains the audited financial statements of ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC. (the "FINANCIAL
STATEMENTS"). Each of
the balance sheets
contained in or
incorporated by
reference into any
such Financial
Statements
(including the
related notes and schedules thereto) fairly presented the
financial position of
ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC. as of its date, and each of the
statements of income
and changes in stockholders' equity and cash flows or
equivalent statements
in such Financial Statements (including any related notes
and schedules thereto)
fairly presents and will fairly present
the results of
operations, changes in
stockholders'
equity and changes in
cash flows, as the
case may be, of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. for the
periods to which
they relate, in each
case in accordance with United States generally accepted
accounting principles
("U.S. GAAP") consistently applied during the periods
involved, except
in each case as may be noted therein, subject to normal
year-end audit
adjustments in the case of unaudited statements. The books and
records of ENTECH
ENVIRONMENTAL
TECHNOLOGIES, INC.
have been, and are
being,
maintained in all material respects in accordance
with U.S. GAAP and any
other
applicable legal
and accounting requirements and reflect only actual
transaction.
STOCK PURCHASE AGREEMENT BETWEEN
ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN
INVESTORS
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4.7 COMPLIANCE WITH APPLICABLE LAWS. ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC.
is
not in violation of, or, to the knowledge of ENTECH ENVIRONMENTAL
TECHNOLOGIES,
INC. is under investigation with respect to or has been given
notice or has been
charged with the
violation of any Law of a governmental agency, except for
violations which individually or in the aggregate do not have a
Material Adverse
Effect.
4.8 BROKERS.
No broker, finder or investment banker is entitled to any
brokerage,
finder's or
other fee or Commission in connection with the
transactions
contemplated by this Agreement based upon arrangements made by or
on behalf of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
4.9 SEC DOCUMENTS.
ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC.
acknowledges that
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. is a publicly held company
and has made
available to the
Investors after demand true and complete copies of any
requested SEC Documents. The Company has registered its Common
Stock pursuant to
Section 12 of the 1934 Act, and the Common Stock is listed and
traded on the OTC
Bulletin Board Market of the National Association of Securities
Dealers, Inc.
The Company has received no notice, either oral or written, with
respect to the
continued eligibility
of the Co
