EXHIBIT 10.23
SECURITY AGREEMENT
1. IDENTIFICATION.
This Security Agreement (the "Agreement"), dated as of September ____,
2003, is entered into by and between One Voice Technologies Inc., a Nevada
corporation ("One Voice" or "Debtor"), and Xxxxxxx Xxxxxxx, as collateral agent
acting in the manner and to the extent described in the Collateral Agent
Agreement defined below (the "Collateral Agent"), for the benefit of the parties
identified on Schedule A hereto (collectively, the "Lenders").
2. RECITALS.
2.1 The Lenders have made or are making loans and will make additional
loans to One Voice ("Debtor") (the "Loans"). It is beneficial to One Voice that
the Loans were made, and which will be issued are being made and will be made.
2.2 The Loans are evidenced by certain 6% convertible promissory notes
(each a "Convertible Notes") issued by One Voice on or about the date of this
Agreement, pursuant to subscription agreements ("Subscription Agreement"). The
Notes are further identified on Schedule A hereto and were and will be executed
by One Voice as "Borrower" or "Debtor" for the benefit of each Lender as the
"Holder" or "Lender" thereof.
2.3 In consideration of the Loans made by Lenders to One Voice and for
other good and valuable consideration, and as security for the performance by
One Voice of its obligations under the Notes and as security for the repayment
of the Loans and all other sums due from Debtor to Lenders arising under the
Notes presently outstanding or to be outstanding in the future, Subscription
Agreements, and any other agreement between or among them (collectively, the
"Obligations"), One Voice, for good and valuable consideration, receipt of which
is acknowledged, has agreed to grant to the Collateral Agent, for the benefit of
the Lenders, a security interest in the Collateral (as such term is hereinafter
defined), on the terms and conditions hereinafter set forth. Obligations include
all future advances by Lenders to One Voice.
2.4 The Lenders have appointed Xxxxxxx Xxxxxxx as Collateral Agent
pursuant to that certain Collateral Agent Agreement dated at or about September
___, 2003 ("Collateral Agent Agreement"), among the Lenders and Collateral
Agent.
2.5 The following defined terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are used
herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General
Intangibles, Instruments, Inventory and Proceeds.
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3. GRANT OF GENERAL SECURITY INTEREST IN COLLATERAL.
3.1 As security for the Obligations of Debtor, One Voice hereby grants
the Collateral Agent, for the benefit of the Lenders, a security interest in the
Collateral.
3.2 "Collateral" shall mean all of the following property of One Voice:
All now owned and hereafter acquired right, title and interest
of One Voice in, to and in respect of all accounts, goods, real or personal
property, all present and future books and records relating to the foregoing and
all products and proceeds of the foregoing, as each is set forth below:
(i) ACCOUNTS: All now owned and hereafter acquired right,
title and interest of One Voice in, to and in respect of all: Accounts,
interests in goods represented by Accounts, returned, reclaimed or repossessed
goods with respect thereto and rights as an unpaid vendor; contract rights;
Chattel Paper; investment property; General Intangibles (including but not
limited to, tax and duty claims and refunds, registered and unregistered
patents, trademarks, service marks, certificates, copyrights trade names,
applications for the foregoing, trade secrets, goodwill, processes, drawings,
blueprints, customer lists, licenses, whether as licensor or licensee, choses in
action and other claims, and existing and future leasehold interests in
equipment, real estate and fixtures); Documents; Instruments; letters of credit,
bankers' acceptances or guaranties; cash moneys, deposits; securities, bank
accounts, deposit accounts, credits and other property now or hereafter owned or
held in any capacity by One Voice, as well as its affiliates, agreements or
property securing or relating to any of the items referred to above;
(ii) GOODS: All now owned and hereafter acquired right, title
and interest of One Voice in, to and in respect of goods, including, but not
limited to:
(A) All Inventory, wherever located, whether now
owned or hereafter acquired, of whatever kind, nature or description, including
all raw materials, work-in-process, finished goods, and materials to be used or
consumed in One Voice's business; and all names or marks affixed to or to be
affixed thereto for purposes of selling same by the seller, manufacturer, lessor
or licensor thereof and all Inventory which may be returned to One Voice by its
customers or repossessed by One Voice and all of One Voice's right, title and
interest in and to the foregoing (including all of One Voice's rights as a
seller of goods);
(B) All Equipment and fixtures, wherever located,
whether now owned or hereafter acquired, including, without limitation, all
machinery, motor vehicles, furniture and fixtures, and any and all additions,
substitutions, replacements (including spare parts), and accessions thereof and
thereto (including, but not limited to One Voice's rights to acquire any of the
foregoing, whether by exercise of a purchase option or otherwise);
(iii) PROPERTY: All now owned and hereafter acquired right,
title and interests of One Voice in, to and in respect of any real or other
personal property in or upon which One Voice has or may hereafter have a
security interest, lien or right of setoff;
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(iv) BOOKS AND RECORDS: All present and future books and
records relating to any of the above including, without limitation, all computer
programs, printed output and computer readable data in the possession or control
of the One Voice, any computer service bureau or other third party; and
(v) PRODUCTS AND PROCEEDS: All products and Proceeds of the
foregoing in whatever form and wherever located, including, without limitation,
all insurance proceeds and all claims against third parties for loss or
destruction of or damage to any of the foregoing.
3.2 The Collateral Agent is hereby specifically authorized, after the
Maturity Date (defined in the Notes), or after an Event of Default (as defined
herein) and the expiration of any applicable cure period, to transfer any
Collateral into the name of the Collateral Agent and to take any and all action
deemed advisable to the Collateral Agent to remove any transfer restrictions
affecting the Collateral.
4. PERFECTION OF SECURITY INTEREST.
One Voice shall execute and deliver to the Collateral Agent UCC-1
Financing Statements. The Collateral Agent is instructed to file the Financing
Statements in such jurisdictions deemed advisable to the Collateral Agent,
including but not limited to Nevada and California. These Financing Statements
are deemed to have been filed for the benefit of the Collateral Agent and
Lenders identified on Schedule A hereto.
5. DISTRIBUTION ON LIQUIDATION.
5.1 If any sum is paid as a liquidating distribution on or with respect
to the Collateral, One Voice shall deliver same to the Collateral Agent to be
applied to the Obligations, then due, in accordance with the terms of the Notes.
5.2 Prior to any Event of Default, One Voice shall be entitled to
exercise all voting power pertaining to any of the Collateral, provided such
exercise is not contrary to the interests of the Lenders and does not impair the
Collateral.
6. FURTHER ACTION BY ONE VOICE; COVENANTS AND WARRANTIES.
6.1 Collateral Agent at all times shall have a perfected security
interest in the Collateral. Subject to the security interests described herein,
One Voice has and will continue to have full title to the Collateral free from
any liens, leases, encumbrances, judgments or other claims. Collateral Agent's
security interest in the Collateral constitutes and will continue to constitute
a first, prior and indefeasible security interest in favor of Collateral Agent.
One Voice will do all acts and things, and will execute and file all instruments
(including, but not limited to, security agreements, financing statements,
continuation statements, etc.) reasonably requested by Collateral Agent to
establish, maintain and continue the perfected security interest of Collateral
Agent in the Collateral, and will promptly on demand, pay all costs and expenses
of filing and recording, including the costs of any searches reasonably deemed
necessary by Collateral Agent from time to time to establish and determine the
validity and the continuing priority of the security interest of Collateral
Agent, and also pay all other claims and charges that, in the opinion of
Collateral Agent, exercised in good faith, is reasonably likely to materially
prejudice, imperil or otherwise affect the Collateral or their security
interests therein.
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6.2 Other than in the ordinary course of business, and except for
Collateral which is substituted by assets of identical or greater value or which
has become obsolete or is of inconsequential in value, One Voice will not sell,
transfer, assign or pledge those items of Collateral (or allow any such items to
be sold, transferred, assigned or pledged), without the prior written consent of
Collateral Agent. Although Proceeds of Collateral are covered by this Agreement,
this shall not be construed to mean that Collateral Agent consents to any sale
of the Collateral, except as provided herein. Sales of Collateral in the
ordinary course of business shall be free of the security interest of Lenders
and Collateral Agent and Lenders and Collateral Agent shall promptly execute
such documents (including without limitation releases and termination
statements) as may be required by Debtor to evidence or effectuate the same.
6.3 One Voice will, at all reasonable times and upon reasonable notice,
allow Collateral Agent or its representatives free and complete access to the
Collateral and all of One Voice's records which in any way relate to the
Collateral, for such inspection and examination as Collateral Agent reasonably
deems necessary.
6.4 One Voice, at its sole cost and expense, will protect and defend
this Security Agreement, all of the rights of Collateral Agent hereunder, and
the Collateral against the claims and demands of all other parties, except those
of holders of senior or permitted liens.
6.5 One Voice will promptly notify Collateral Agent of any levy,
distraint or other seizure by legal process or otherwise of any part of the
Collateral, and of any threatened or filed claims or proceedings that are
reasonably likely to affect or impair any of the rights of Collateral Agent
under this Security Agreement in any material respect.
6.6 One Voice, at its own expense, will obtain and maintain in force
insurance policies covering losses or damage to those items of Collateral which
constitute physical personal property. The insurance policies to be obtained by
One Voice shall be in form and amounts reasonably acceptable to Collateral
Agent. One Voice shall make the Collateral Agent a loss payee thereon to the
extent of its interest. Collateral Agent is hereby irrevocably (until the
Obligations are paid in full) appointed One Voice's attorney-in-fact to endorse
any check or draft that may be payable to One Voice so that Collateral Agent may
collect the proceeds payable for any loss under such insurance. The proceeds of
such insurance (subject to the rights of senior secured parties), less any costs
and expenses incurred or paid by Collateral Agent in the collection thereof,
shall be applied either toward the cost of the repair or replacement of the
items damaged or destroyed, or on account of any sums secured hereby, whether or
not then due or payable.
6.7 Collateral Agent may, at its option, and without any obligation to
do so, pay, perform and discharge any and all amounts, costs, expenses and
liabilities herein agreed to be paid or performed by One Voice, upon One Voice's
failure to do so, and all amounts expended by Collateral Agent in so doing shall
become part of the Obligations secured hereby, and shall be immediately due and
payable by One Voice to Collateral Agent upon demand and shall bear interest at
the lesser of 18% per annum or the highest legal amount from the dates of such
expenditures until paid.
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6.8 Upon the request of Collateral Agent, One Voice will furnish within
five (5) business days thereafter to Collateral Agent, or to any proposed
assignee of this Security Agreement, a written statement in form reasonably
satisfactory to Collateral Agent, duly acknowledged, certifying the amount of
the principal and interest then owing under the Obligations, whether to its
knowledge any claims, offsets or defenses exist against the Obligations or
against this Security Agreement, or any of the terms and provisions of any other
agreement of One Voice securing the Obligations. In connection with any
assignment by Collateral Agent of this Security Agreement, One Voice hereby
agrees to cause the insurance policies required hereby to be carried by One
Voice, if any, to be endorsed in form satisfactory to Collateral Agent or to
such assignee, with loss payable clauses in favor of such assignee, and to cause
such endorsements to be delivered to Collateral Agent within ten (10) calendar
days after request therefor by Collateral Agent.
6.9 One Voice will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other reasonable assurances or instruments and take further steps relating to
the Collateral and other property or rights covered by the security interest
hereby granted, as the Collateral Agent may reasonably require to perfect its
security interest hereunder.
6.10 One Voice represents and warrants that it is the true and lawful
exclusive owner of the Collateral, free and clear of any liens and encumbrances.
6.11 One Voice hereby agrees not to divest itself of any right under
the Collateral except as permitted herein absent prior written approval of the
Collateral Agent.
7. POWER OF ATTORNEY.
After the occurrence and during the uncured continuation of an Event of
Default thereunder, One Voice hereby irrevocably constitutes and appoints the
Collateral Agent as the true and lawful attorney of One Voice, with full power
of substitution, in the place and stead of One Voice and in the name of One
Voice or otherwise, at any time or times, in the discretion of the Collateral
Agent, to take any action and to execute any instrument or document which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement. This power of attorney is coupled with an interest and is
irrevocable until the Obligations are satisfied.
8. PERFORMANCE BY THE COLLATERAL AGENT.
If One Voice fails to perform any material covenant, agreement, duty or
obligation of One Voice under this Agreement, the Collateral Agent may, after
any applicable cure period, at any time or times in its discretion, take action
to effect performance of such obligation. All reasonable expenses of the
Collateral Agent incurred in connection with the foregoing authorization shall
be payable by One Voice as provided in Paragraph 12.1 hereof. No discretionary
right, remedy or power granted to the Collateral Agent under any part of this
Agreement shall be deemed to impose any obligation whatsoever on the Collateral
Agent with respect thereto, such rights, remedies and powers being solely for
the protection of the Collateral Agent.
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9. EVENT OF DEFAULT.
An event of default ("Event of Default") shall be deemed to have
occurred hereunder upon the occurrence of any event of default as defined in the
Notes, Subscription Agreement, and any other agreement to which One Voice and a
Lender are parties. Upon and after any Event of Default, after the applicable
cure period, if any, any or all of the Obligations shall become immediately due
and payable at the option of the Collateral Agent, for the benefit of the
Lenders, and the Collateral Agent may dispose of Collateral as provided below. A
default by One Voice of any of its material obligations pursuant to this
Agreement shall be an Event of Default hereunder and an event of default as
defined in the Notes, and Subscription Agreement.
10. DISPOSITION OF COLLATERAL AND COLLATERAL SHARES.
Upon and after any Event of Default which is then continuing,
10.1 The Collateral Agent may exercise its rights with respect to each
and every component of the Collateral, without regard to the existence of any
other security or source of payment for the Obligations. In addition to other
rights and remedies provided for herein or otherwise available to it, the
Collateral Agent shall have all of the rights and remedies of a lender on
default under the Uniform Commercial Code then in effect in the State of New
York.
10.2 If any notice to One Voice of the sale or other disposition of
Collateral is required by then applicable law, five business (5) days prior
written notice (which One Voice agrees is reasonable notice within the meaning
of Section 9-504(3) of the Uniform Commercial Code) to One Voice of the time and
place of any sale of Collateral which One Voice hereby agrees may be by private
sale. The rights granted in this Section are in addition to any and all rights
available to Collateral Agent under the Uniform Commercial Code.
10.3 The Collateral Agent is authorized, at any such sale, if the
Collateral Agent deems it advisable to do so, in order to comply with any
applicable securities laws, to restrict the prospective bidders or purchasers to
persons who will represent and agree, among other things, that they are
purchasing the Collateral for their own account for investment, and not with a
view to the distribution or resale thereof, or otherwise to restrict such sale
in such other manner as the Collateral Agent deems advisable to ensure such
compliance. Sales made subject to such restrictions shall be deemed to have been
made in a commercially reasonable manner.
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10.4 All proceeds received by the Collateral Agent for the benefit of
the Lenders in respect of any sale, collection or other enforcement or
disposition of Collateral, shall be applied (after deduction of any amounts
payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the
Obligations pro rata among the Lenders in proportion to their interests in the
Obligations. Upon payment in full of all Obligations, One Voice shall be
entitled to the return of all Collateral, including cash, which has not been
used or applied toward the payment of Obligations or used or applied to any and
all costs or expenses of the Collateral Agent incurred in connection with the
liquidation of the Collateral (unless another person is legally entitled
thereto). Any assignment of Collateral by the Collateral Agent to One Voice
shall be without representation or warranty of any nature whatsoever and wholly
without recourse. To the extent allowed by law, each Lender may purchase the
Collateral and pay for such purchase by offsetting any sums owed to such Lender
by One Voice arising under the Obligations or any other source.
11. WAIVER OF AUTOMATIC STAY. One Voice acknowledges and agrees that should a
proceeding under any bankruptcy or insolvency law be commenced by or against One
Voice, or if any of the Collateral (as defined in this Security Agreement)
should become the subject of any bankruptcy or insolvency proceeding, then the
Collateral Agent should be entitled to, among other relief to which the
Collateral Agent or Lenders may be entitled under the Note, Subscription
Agreement and any other agreement to which the Debtor, Lenders or Collateral
Agent are parties, (collectively "Loan Documents") and/or applicable law, an
order from the court granting immediate relief from the automatic stay pursuant
to 11 U.S.C. Section 362 to permit the Collateral Agent to exercise all of its
rights and remedies pursuant to the Loan Documents and/or applicable law. ONE
VOICE EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C.
SECTION 362. FURTHERMORE, ONE VOICE EXPRESSLY ACKNOWLEDGES AND AGREES THAT
NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR
OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105)
SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF
THE COLLATERAL AGENT TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN
DOCUMENTS AND/OR APPLICABLE LAW. One Voice hereby consents to any motion for
relief from stay which may be filed by the Collateral Agent in any bankruptcy or
insolvency proceeding initiated by or against One Voice, and further agrees not
to file any opposition to any motion for relief from stay filed by the
Collateral Agent. One Voice represents, acknowledges and agrees that this
provision is a specific and material aspect of this Agreement, and that the
Collateral Agent would not agree to the terms of this Agreement if this waiver
were not a part of this Agreement. One Voice further represents, acknowledges
and agrees that this waiver is knowingly, intelligently and voluntarily made,
that neither the Collateral Agent nor any person acting on behalf of the
Collateral Agent has made any representations to induce this waiver, that One
Voice has been represented (or has had the opportunity to be represented) in the
signing of this Agreement and in the making of this waiver by independent legal
counsel selected by One Voice and that One Voice has had the opportunity to
discuss this waiver with counsel. One Voice further agrees that any bankruptcy
or insolvency proceeding initiated by One Voice will only be brought in the
Federal Court within the Southern District of New York.
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12. MISCELLANEOUS.
12.1 EXPENSES. One Voice shall pay to the Collateral Agent, on demand,
the amount of any and all reasonable expenses, including, without limitation,
attorneys' fees, legal expenses and brokers' fees, which the Collateral Agent
may incur in connection with (a) sale, collection or other enforcement or
disposition of Collateral; (b) exercise or enforcement of any the rights,
remedies or powers of the Collateral Agent hereunder or with respect to any or
all of the Obligations; or (c) failure by One Voice to perform and observe any
agreements of One Voice contained herein which are performed by the Collateral
Agent.
12.2 WAIVERS, AMENDMENT AND REMEDIES. No course of dealing by the
Collateral Agent and no failure by the Collateral Agent to exercise, or delay by
the Collateral Agent in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other
right, remedy or power of the Collateral Agent. No amendment, modification or
waiver of any provision of this Agreement and no consent to any departure by One
Voice therefrom, shall, in any event, be effective unless contained in a writing
signed by the Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. The rights, remedies and powers of the Collateral Agent, not only
hereunder, but also under any instruments and agreements evidencing or securing
the Obligations and under applicable law are cumulative, and may be exercised by
the Collateral Agent from time to time in such order as the Collateral Agent may
elect.
12.3 NOTICES. All notices or other communications given or made
hereunder shall be in writing and shall be personally delivered or deemed
delivered the first business day after being faxed (provided that a copy is
delivered by first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the other by notice duly made under this Section:
To One Voice: One Voice Technologies Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
With a copy to: Sichenzia, Ross, Xxxxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx, Esq.
Fax: (000) 000-0000
To Lenders: To the addresses and telecopier numbers
set forth on Schedule A
To the Collateral Agent: Xxxxxxx X. Xxxxxxx
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
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Any party may change its address by written notice in accordance with this
paragraph.
12.4 TERM; BINDING EFFECT. This Agreement shall (a) remain in full
force and effect until payment and satisfaction in full of all of the
Obligations; (b) be binding upon One Voice, and its successors and permitted
assigns; and (c) inure to the benefit of the Collateral Agent, for the benefit
of the Lenders and their respective successors and assigns. All the rights and
benefits granted by Debtor to the Collateral Agent and Lenders in the Loan
Documents and other agreements and documents delivered in connection therewith
are deemed granted to both the Collateral Agent and Lenders.
12.5 CAPTIONS. The captions of Paragraphs, Articles and Sections in
this Agreement have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other
significance whatsoever.
12.6 GOVERNING LAW; VENUE; SEVERABILITY. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the extent
that the perfection of the security interest granted hereby in respect of any
item of Collateral may be governed by the law of another jurisdiction. Any legal
action or proceeding against One Voice with respect to this Agreement may be
brought in the courts of the State of New York or of the United States for the
Southern District of New York, and, by execution and delivery of this Agreement,
One Voice hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. One
Voice hereby irrevocably waives any objection which they may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement brought in the aforesaid
courts and hereby further irrevocably waives and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum. If any provision of this Agreement, or
the application thereof to any person or circumstance, is held invalid, such
invalidity shall not affect any other provisions which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable and the remaining, valid provisions shall remain of
full force and effect.
12.7 COUNTERPARTS/EXECUTION. This Agreement may be executed in any
number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Security Agreement, as of the date first written above.
"DEBTOR" "THE COLLATERAL AGENT"
ONE VOICE TECHNOLOGIES INC. XXXXXXX X. XXXXXXX
a Nevada corporation
By:
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Its:
---------------------------------
APPROVED BY "LENDERS":
----------------------------------- -----------------------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT BRISTOL INVESTMENT FUND LTD.
----------------------------------- -----------------------------------
XXXXX INTERNATIONAL LTD.
THIS SECURITY AGREEMENT MAY BE SIGNED BY FACSIMILE SIGNATURE AND
DELIVERED BY CONFIRMED FACSIMILE TRANSMISSION.
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SCHEDULE A TO SECURITY AGREEMENT
--------------------------------
LENDER INITIAL CLOSING SECOND CLOSING
NOTES* NOTES*
-------------------------------------- --------------------- -------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT $150,000.00 $150,000.00
Xxxxxxxxx 0
0000 Xxxxxxxxxxx
Xxxxx, Xxxxxxxxxxxx
Fax: 000-00-00000000
-------------------------------------- --------------------- -------------------
BRISTOL INVESTMENT FUND, LTD. $150,000.00 $150,000.00
Caledonian House, Xxxxxxx Street
Georgetown, Grand Cayman
Cayman Islands
Fax: 000-000-0000
-------------------------------------- --------------------- -------------------
XXXXX INTERNATIONAL LTD. $75,000.00 $75,000.00
00xx Xxxxxx Xxxxxxxxxxxx Xxxxxxx
Xxxxx Xxxxx, 00xx Xxxxx, Xxxxxx
Xxxxxxxx of Panama
Fax: (000) 000-0000
-------------------------------------- --------------------- -------------------
TOTALS $375,000.00 $375,000.00
-------------------------------------- --------------------- -------------------
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