EX-10.1






REIMBURSEMENT AGREEMENT




by and among




DNA COMPUTING SOLUTIONS, INC.




TERAFORCE TECHNOLOGY CORPORATION




and




Richard E. Bean

Robert E. Garrison II

Steven A. Webster

James Hawkins

Peter Badger

John Styles

Donald Campbell




Dated as of January 26, 2005




1



REIMBURSEMENT AGREEMENT




This REIMBURSEMENT AGREEMENT dated as of January 26, 2005, (the “Agreement), is made by and
between TERAFORCE TECHNOLOGY CORPORATION, a Delaware corporation ( “TERA”), DNA COMPUTING
SOLUTIONS, INC, a Delaware corporation and a wholly-owned subsidiary of TERA (“DNA-CS”) (TERA and
DNA-CS collectively referred to as the Companies) and Richard E. Bean, an individual residing in
Texas, Robert E. Garrison II, an individual residing in Texas, Steven A. Webster, an individual
residing in Texas, James Hawkins, an individual residing in Texas, Peter Badger, an individual
residing in Texas, Donald Campbell, an individual residing in Texas, and John Styles, an individual
residing in Texas ( each individual a “Guarantor” and collectively the “Guarantors”) (the TERA,
DNA-CS and Guarantors collectively referred to as the “Parties”)



W I T N E S S E T H:




WHEREAS, the Companies contemplate entering into a loan agreement with First Capital Bank (the
“Bank”) providing for the loan of up to $550,000 to DNA-CS (the “January Loan Agreement”) ; and



WHEREAS, the Companies previously entered into a loan agreement with the Bank dated July 30,
2004 providing for the loan of up to $575,000 to DNA-CS (the “July Loan Agreement”); and



WHEREAS, in order to enter into the July Loan Agreement the bank required the Guarantors to
provide limited guarantees aggregating $776,250 and the Guarantors provided these limited
guarantees pursuant to a Reimbursement Agreement dated July 27, 2004 among the Parties; and,



WHEREAS, the Companies previously entered into a loan agreement with the Bank dated October
22, 2004 providing for the loan of up to $600,000 to DNA-CS (the “October Loan Agreement”); and



WHEREAS, in order to enter into the October Loan Agreement the bank required the Guarantors
to provide limited guarantees aggregating $810,000 and the Guarantors provided these limited
guarantees pursuant to a Reimbursement Agreement dated October 22, 2004; and



WHEREAS, DNA-CS have granted the Bank a security interest in certain assets, including
accounts receivable, fixed assets, intellectual property and inventories; and



WEREAS, in order to enter into the January Loan Agreement the Bank has required the Guarantors
to provide joint and several guaranties; and



WHEREAS, in order to induce the Bank to enter into the January Loan Agreement, each Guarantor
has executed a guarantee to secure the loan there under in the amount as indicated in Schedule I
(the “Guarantee”); and



WHEREAS, the Bank shall provide Advances (as hereinafter defined) to the DNA-CS in accordance
with the provisions of the January Loan Agreement and shall be entitled to make demand upon the
Guarantors pursuant to the provisions of the Guarantees in the case of an Event of Default (as
defined in the January Loan Agreement) by the Companies under the January Loan Agreement; and



NOW, THEREFORE, in consideration of the foregoing, the Companies and the Guarantors covenant
and agree as follows:




ARTICLE I



GENERAL TERMS




Section 1.1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:



“Advances” shall mean an advance of funds under and subject to the terms and conditions of the
January Loan Agreement provided that the principal amount outstanding shall never exceed the Loan
Maximum.




“Agreement” shall have the meaning specified in the preamble.



“Associated Expenses” shall mean the expenses associated with recovering the Guarantor
Advances, excluding the Guarantor Advances and interest thereon.




“Bank” shall have the meaning set forth in the recitals.




“Common Stock” shall mean the common stock, par value $0.01, of TERA.




“Demand for Reimbursement” shall have the meaning specified in Section 3.2(a).



“Governmental Authority” means any United States or foreign federal, territorial, state or
local governmental authority, quasi-governmental authority, instrumentality, court, government or
self-regulatory organization, commission, tribunal or organization or any regulatory,
administrative or other agency, or any political or other subdivision, department or branch of any
of the foregoing.



“Guarantor Advance” shall mean the amount of money advanced by the Guarantor to the Bank
pursuant to a demand for payment by the Bank on the Guarantee.




“Guarantor” and “Guarantors” shall have the meanings specified in the preamble.




“Guarantee” shall have the meaning set forth in the recitals.



“Guarantor’s Percentage ” shall mean the amount of a Guarantor’s Guarantee divided by the
aggregate amount of Guarantees provided by the Guarantors as indicated on Schedule I.



“Loans” shall mean the Companies’ obligations pursuant to the January, Loan Agreement, the
October Loan Agreement and the July Loan Agreement.



“Loan Documents” shall mean the January Loan Agreement and all exhibits and related documents
thereto, as they may be amended, extended or modified from time to time, including, without
limitation, a promissory note.




“Loan Maximum” shall mean the principal amount outstanding of $550,000.



“Person” means an individual, corporation, partnership, association, limited liability
company, trust, estate or other similar business entity or organization, including a Governmental
Authority.




“Registration Rights Agreement” shall have the meaning specified in Section 4.3.




“Reimbursement Obligation” shall have the meaning specified in Section 3.2(a).




“Related Documents” shall mean the Warrants and the Registration Rights Agreement.




“Warrants” shall have the meaning specified in Section 4.1.




Section 1.2. Interpretation.




(a) In this Agreement:




(i) the singular number includes the plural number and vice versa;




(ii) reference to any gender includes each other gender;



(iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision;



(iv) reference to any Person includes such Person’s heirs, administrators, successors and
assigns but, if applicable, only if such heirs, administrators, successors and assigns are
permitted by this Agreement, and reference to a Person in a particular capacity excludes such
Person in any other capacity or individually, provided that nothing in this sub clause (iv) is
intended to authorize any assignment not otherwise permitted by this Agreement;



(v) reference to any agreement, document or instrument means such agreement, document or
instrument as amended, supplemented or modified and in effect from time to time in accordance with
the terms thereof and, if applicable, the terms hereof, and reference to the Note includes any Note
issued pursuant hereto in extension or renewal hereof and in substitution or replacement here for;



(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or
Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;



(vii) the words “including” (and with correlative meaning “include”) means including, without
limiting the generality of any description preceding such term;



(viii) with respect to the determination of any period of time, the word “from” means “from
and including” and the word “to” means “to, but excluding”;



(ix) reference to any law means such as amended, modified, codified or reenacted, in whole or
in part, and in effect from time to time; and



(b) No provision of this Agreement shall be interpreted or construed against any Person solely
because that Person or its legal representative drafted such provision.




ARTICLE II



THE GUARANTIES




Section 2.1 Guarantees. On the terms and subject to the terms hereof, each Guarantor
agrees to provide the Guarantee in substantially the form as in Exhibit A.




ARTICLE III



ASSUMPTION OF LOAN, REIMBURSEMENT




Section 3.1 Assumption of Loan. Should the Guarantors be required to make payment
to the Bank pursuant to the Guarantee, the Companies hereby consent to the assumption of the
January Loan Agreement the Guarantors, including all collateral rights. The Companies will use
their best efforts to facilitate such assumption.




Section 3.2. Reimbursable Amounts and Other Payments



(a) Amounts. Should the Guarantors not elect to, or be unable for any reason to,
assume the January Loan Agreement, the Companies shall reimburse each Guarantor the amount paid by
the Guarantor to the Bank equal to the amount of his Guarantor Advance and any interest, taxes,
fees, charges or other costs and expenses incurred by Guarantor in connection with such payment
(the “Reimbursement Obligation”). Each such Reimbursement Obligation shall be paid by the
Companies to Guarantor promptly upon written demand from Guarantor (“Demand for Reimbursement”),
but in no event later than thirty (30) days after such demand. Each such Demand for
Reimbursement, in order to be valid, shall be accompanied by sufficient documentation, such as
copies of documents provided by the Bank to the Guarantors, supporting the amount of the
Reimbursement Obligation.



(b) Interest. The Company shall pay interest on any and all amounts remaining unpaid
under Section 3.1(a) at any time from the date such amounts become payable until paid in full,
payable on demand, at simple interest at the prime rate established by Bank One, N.A., plus 2.0%
per annum (or, if less, the highest rate permitted under applicable law). The Guarantors may, at
their election, receive interest payments in shares of Common Stock. The number of shares of
Common Stock to be issued shall be determined by dividing the amount of the interest payment by
$0.16, or such lesser amount as may be determined pursuant to Section 4.2 herein.



(c) Currency. All payments by the Company to Guarantor shall be made in lawful
currency of the United States of America and in immediately available funds at, and pursuant to,
such instructions as Guarantor may from time to time give.




Section 3.3 Obligations Absolute.



(a) The DNA-CS’s obligations under this Article III shall be absolute and unconditional
irrespective of any set-off, counterclaim, or defense to payment which the Company may have or have
had against the Bank.



(b) The DNA-CS hereby agrees that Guarantor shall not be responsible for, and the
Reimbursement Obligations shall not be affected by, among other things,




(i) the validity or genuineness of documents or of any endorsements
thereon even though such documents shall prove to be invalid, fraudulent, or
forged;




(ii) any dispute between the DNA-CS, TERA and the Bank; or




(iii) any claims whatsoever of the DNA-CS or TERA against the Bank.



(c) Guarantor shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, howsoever transmitted, in connection
with the Guaranty, except for errors or omissions caused by Guarantor’s primary negligence or
willful misconduct.



(d) The Companies agrees that any action taken or omitted by the Guarantor in connection
with the Guaranty, provided Guarantor’s actions are not the result of Guarantor’s primary
negligence, willful misconduct, or breach of contractual obligations, shall be binding on the
DNA-CS and TERA and shall not result in any liability to Guarantor.



Section 3.4 Indemnity In addition to the rights and obligations set forth in
Section 3.2(a), the Companies hereby agrees to indemnify and hold harmless Guarantor, and each of
his respective successors, heirs and assigns, from and against any and all claims and damages,
losses, liabilities, costs or expenses (including reasonable attorneys fees) which Guarantor may
incur by reason of or in connection with the issuance, execution and delivery or transfer or
payment or failure to pay the Guarantee except to the extent of the primary negligence or willful
misconduct of Guarantor, or as may be attributable to Guarantor’s breach of his obligations under
this Agreement.



Section 3.5 Agreement Among Guarantors Upon the Bank invoking any or all of the
Guarantees, each Guarantor shall fund an amount equal to the total amount of payments made to the
Bank times his Guarantor’s Percentage. Should any Guarantor’s Guarantor Advance be in excess of
this amount, the other Guarantors shall reimburse that Guarantor such that each Guarantor Advance
is proportionate to each Guarantor’s Percentage. Such reimbursement shall be made within 30 days
of a demand from another Guarantor



ARTICLE IV

CONVERSION RIGHTS AND WARRANTS




Section 4.1. Warrants. As an inducement to enter into this Agreement, TERA agrees
to issue to the Guarantors Warrants to purchase an aggregate of 6,875,000 shares of Common Stock at
an exercise price per share of $0.17, the form of which is attached as Exhibit B (the “Warrants”).
Each Guarantor shall receive Warrants to purchase a number of shares of Common Stock equal to the
aggregate number of Warrants times his Guarantor’s Percentage.



Section 4.2 Conversion Rights. As long as any Loans are outstanding or DNA-CS is
able to incur Loans under the January Loan Agreement, each Guarantor shall have the right to
purchase a number of shares of Common Stock equal to his proportionate share of the Loan Maximum
divided by $0.16. Proceeds from the issuance of such shares of Common Stock shall be utilized by
TERA to repay amounts outstanding under the January Loan Agreement and cause the Bank to release
Guarantees underlying the amount of the Loan repaid. The Companies will undertake such procedures
to ensure the Guarantor that the Guarantee will be released immediately upon the purchase of the
shares of Common Stock. Further, each Guarantor shall have the right to covert any Reimbursement
Obligation into a number of shares of Common Stock equal to the amount of the Reimbursement
Obligation divided by $0.16. The Companies shall give the Guarantors not less than 30 days notice
of the intent to repay the Loans and obtain the release of the Guarantees. Should the Guarantors
be required to make payment to the Bank pursuant to the Guaranties, the price per share used in
determining the number of shares of Common Stock that may be purchased shall be adjusted to 85% of
the average trading price of the Common Stock for the 10 days prior to such payment, provided such
price is less than $0.16.



Section 4.3. Registration Rights. The TERA further agrees to grant the registration
rights to register the resale of the shares of Common Stock to be issued pursuant to the
Conversion Rights and the Warrants and the in accordance with the Registration Rights Agreement
attached hereto as Exhibit C (the “Registration Rights Agreement”).



Section 4.4. Subsequent Financings. Should TERA, at any time while the Guarantees
are outstanding, issue Common Stock at a price per share less than $0.16, or issue warrants or
convertible securities that provide for an exercise or conversion price of less than $0.16 per
share, then the conversion rate in Sections 3.2(b) and 4.2 and the Warrant exercise price in
Section 4.1 above shall be reduced to such lesser amount and the exercise price of the warrants
shall be reduced to such lesser amount.



Section 4.5 Sharing of Consideration. Should any Guarantor be required to make a
Guarantor Advance in an amount in excess of an amount equal to the Loan Maximum times his
Guarantor’s Percentage and does not receive reimbursement from the other Guarantors pursuant to
Section 3.5 of this Agreement and within the time frame required by Section 3.5, that Guarantor
shall receive additional Warrants and Conversion Rights proportionate with the amount of such
excess funding. Any Guarantor not making reimbursement to other Guarantors pursuant to Section 3.5
of this Agreement shall forfeit Warrants and Conversion Rights proportionate to the amount of
reimbursement not made.



Section 4.6 First Right of Refusal. The Guarantors shall have the first
right of refusal to provide TERA with additional financing in the amount of $800,000 for a period
of 30 days following the closing of the January Loan. The terms and conditions of such additional
financing shall be no less favorable, taken as a whole, to TERA than those offered to TERA by a
third party in a bone fide offer. Upon the mutual agreement of TERA and the Guarantors, the amount
of the additional financing may be increased to $1,300,000, provided that the proceeds of which are
used to repay any amounts outstanding under the January Loan. The Guarantors agree and
acknowledge that up to $300,000 of the proceeds from the additional financing may be used to reduce
amounts outstanding under TERA’s credit facility with Bank One, NA, provided that the maturity of
that facility is extended to a date no earlier than January 31, 2006 and that, pursuant to the
additional financing, the Guarantors are provided additional security in the form of a pledge of
the capital stock of DNA-CS.



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ARTICLE V



REPRESENTATIONS AND WARRANTIES




Section 5.1. Representations and Warrants of the TERA and DNA-CS. TERA and DNA-CS
hereby represents and warrants to Guarantors as follows:



(a) Corporate Existence and Good Standing. Each is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own its property and carry on its business as now conducted, and
is in good standing and authorized to do business in each jurisdiction in which the it owns real
property or conducts such business, where the failure to maintain such good standing or
authorization is reasonably expected to have a materially adverse effect on its business,
operations or financial or other condition, or could materially adversely affect its ability to
perform its obligations under this Agreement.



(b) Authorization and Validity. This Agreement and Related Documents have been duly
authorized by all necessary corporate action, and each has been duly executed and delivered by TERA
and DNA-CS and each is valid, binding and enforceable against the TERA and DNA-CS in accordance
with its terms except as may be limited by bankruptcy or insolvency laws and similar laws affecting
creditor rights generally and by generally and by general principles of equity.



(c) No Conflict; Government Consent; Title to Assets; No Liens. Neither the execution
and delivery of this Agreement and Related Documents, nor the consummation of the transactions
contemplated hereby or thereby nor compliance with the terms hereof or thereof under the
circumstances contemplated hereby or thereby will conflict with, are prohibited by or will
contravene, violate or constitute a breach of or a default under the Amended and Restated
Certificate of Incorporation or By-Laws of TERA or DNA-CS or constitute on the part of the TERA or
DNA-CS a material breach of or a material default under any agreement or other instrument to which
the either company is a party or any existing law, administrative regulation, or, to its knowledge,
any court order or consent decree to which TERA or DNA-CS is subject, or by which any of its
properties is bound.



5.2 Representations of Guarantors. Each Guarantor represents and warrants to the
TERA and DNA-CS that he has full power and authority to execute and deliver this Agreement and the
Related Documents, and that this Agreement and Related Documents are valid, binding and enforceable
in accordance with their terms as they relate to such Guarantor, except as may be limited by
bankruptcy and insolvency laws, and similar laws affecting creditors rights generally and by
general principals of equity. Each Guarantor represents and warrants that he or she (a) has such
knowledge and experience in financial and business matters that such Guarantor is capable of
evaluating the merits and risks of his or her investment and has the financial ability to assume
the monetary risk associated therewith; (b) is able to bear the complete loss of his or her
investment; (c) has received such documents and information from the TERA or DNA-CS as such
Guarantor has requested and has had the opportunity to ask questions of, and receive answers from,
the TERA and DNA-CS and the terms and conditions of the offering of the Warrants and the Common
Stock to be issued pursuant to the Conversion Rights and the Warrants and to obtain additional
information; (d) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the 1933 Act; and (e) is not relying upon any statements or instruments made or issued by any
person other than the TERA or DNA-CS in making a decision to invest in the Shares.



ARTICLE VI

AFFIRMATIVE AND NEGATIVE COVENANTS




Section 6.1 Conduct of Business. The TERA and DNA-CS covenant and agree that each
shall remain duly incorporated, validly existing and in good standing as a domestic corporation in
the State of Delaware, will not voluntarily dissolve without first discharging its obligations
under this Agreement.



Section 6.2 Pledge of Assets. The Companies will not pledge any assets, other than in
relation to January Loan Agreement, the October Loan Agreement and the July Loan Agreement, without
the express written consent of the Guarantors. Should the intellectual property of DNA-CS not be
included in the security provided to the Bank pursuant to the January Loan, DNA-CS and TERA will
grant to the Guarantors a security interest in such intellectual property.



ARTICLE VII

COVENANTS




Section 7.1 Successors and Assigns. This Agreement shall be binding upon each party
and their respective successors, heirs and assigns.



Section 7.2. Notices. All notices, requests and demands to or upon the respective
parties shall be in writing (including by facsimile) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) in the case of delivery by hand, when
delivered, (b) in the case of delivery by mail, three (3) days after being deposited in the mails,
postage prepaid, or (c) in the case of delivery by facsimile, when sent and receipt has been
confirmed, addressed as follows:



	 	 	 
	If to Guarantors:

	 	to the addresses as indicated on Schedule I
	 
	 	 
	If to the Company:

	 	TeraForce Technology Corporation








Attn.: Herman M. Frietsch, Chairman & CEO


1240 East Campbell Road


Richardson, Texas 75081


Telecopier: (469) 330-4999



Any entity entitled to receive notice hereunder may, by notice given hereunder, designate any
further or different addresses to which subsequent notices, certificates or other communications
shall be sent.



Section 7.3. Amendment. This Agreement may be amended, modified or discharged only
upon an agreement in writing of TERA, DNA-CS and each of the Guarantors.



Section 7.4. Effect of Delay and Waivers. No delay or omission to exercise any right
or power accruing upon any default, omission or failure of performance hereunder shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and power may
be exercised from time to time and as often as may be deemed expedient. In order to entitle
Guarantors to exercise any remedy now or hereafter existing at law or in equity or by statute, it
shall not be necessary to give any notice, other than such notice as may be herein expressly
required. In the event any provision contained in this Agreement should be breached by any party
and thereafter waived by the other party so empowered to act, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach hereunder. No
waiver, amendment, release or modification of this Agreement shall be established by conduct,
custom or course of dealing, but solely by an instrument in writing duly executed by the parties
thereunto duly authorized by this Agreement.



Section 7.5. Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.



Section 7.6. Severability. The invalidity or unenforceability of any one or more
phrases, sentences, clauses or Sections contained in this Agreement shall not affect the validity
or enforceability of the remaining portions of this Agreement, or any part thereof. In particular,
this section means (among other things) that TERA and DNA-CS do not agree or intend to pay, and
Guarantors do not agree to contract for, charge, collect, take, reserve or receive (collectively
referred to herein as “charge or collect”), any amount in the nature of interest or in the nature
of a fee for anything construed to be a loan, which would in any way or event (including demand,
prepayment, or acceleration) cause Guarantors to charge or collect more for entering into this
Agreement than the maximum amount Guarantors would be permitted to charge or collect by federal law
or the laws of the State of Texas. Any such excess interest or unauthorized fee shall, instead or
anything stated to the contrary, be applied first to reduce the principal balance of the loan, if
any, and when the principal has been paid in full, refunded to the Companies.



Section 7.7. Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.



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This Agreement has been signed by the Company as of the date first above written.




TERA:


TeraForce Technology Corporation




By:/s/ Robert P. Capps 




	 	 	 	Robert P. Capps, Executive Vice President






DNA-CS:


DNA Computing Solutions, Inc.




By:/s/ Robert P. Capps




	 	 	 	Robert P. Capps, Executive Vice President






GUARANTORS:




/s/ Richard E. Bean 




	 	 	 	Richard E. Bean

/s/ Robert E. Garrison II 

Robert E. Garrison II






/s/ Steven A. Webster




	 	 	 	Steven A. Webster






/s/ James Hawkins




	 	 	 	James Hawkins






/s/ Peter Badger




	 	 	 	Peter Badger






/s/ John Styles




	 	 	 	John Styles






/s/ Donald Campbell




	 	 	 	Donald Campbell





Schedule I

Guarantors




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Proportionate

	 
	 	 	 	 	 	Guarantor’s            
	 	 	 	 	 	Share of
	Name
	 	Address	 	Percentage             
	 	Warrants             
	 	Loan Maximum

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	P.O. Box 35068
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Houston, TX  77235
	 	 	 	 	 	 	 	 	 	 	 	 
	Richard E. Bean
	 	Fax: (713) 551-0427              
	 		18.18	%	 	 	1,250,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	600 Travis	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Suite 3000
	 	 	 	 	 	 	 	 	 	 	 	 
	Robert E. Garrison
	 	Houston, TX  77030
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	Fax: (713) 993-4677              
	 	 	18.18	%	 	 	1,250,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	14701 St.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Mary’s Lane Suite
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		800		 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Houston, Texas  77079
	 	 	 	 	 	 	 	 	 	 	 	 
	Steven A. Webster
	 	Fax:  (281) 558-3011             
	 		18.18	%	 	 	1,250,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	P.O. Box 8216
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Waco, TX  76714
	 	 	 	 	 	 	 	 	 	 	 	 
	James Hawkins
	 	Fax:  (254) 761-2951             
	 	 	18.18	%	 	 	1,250,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	600 Travis	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Suite 3100
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Houston, TX  77030
	 	 	 	 	 	 	 	 	 	 	 	 
	Peter Badger
	 	Fax:  (713) 993-4606             
	 	 	18.18	%	 	 	1,250,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	2200 Southwest Frwy	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Suite 500
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Houston, TX  77098
	 	 	 	 	 	 	 	 	 	 	 	 
	John Styles
	 	Fax:  (713) 383-9549             
	 	 	4.55	%	 	 	312,500	 	 	$	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	323 Tamerlaine	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Houston, TX  77024
	 	 	 	 	 	 	 	 	 	 	 	 
	Donald Campbell
	 	Fax:  (713) 827-1191             
	 	 	4.55	%	 	 	312,500	 	 	$	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








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