Unassociated Document


    INVESTMENT
      AGREEMENT

     

    THIS
      INVESTMENT AGREEMENT (this “Agreement”),
      dated
      as of February 14, 2006, is made by and among BARNABUS
      ENERGY, INC., a
      Nevada
      corporation (the “Company”),
      and
      the purchasers listed on the signature page hereto (each a “Purchaser” and
      collectively the “Purchasers”).

     

    RECITALS

     

    WHEREAS,
      on the terms and subject to the conditions set forth in this Agreement, the
      Company desires to issue and sell the Purchased Securities to the Purchasers;
      and

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement, the Purchasers
      wish to acquire the Purchased Securities;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      in this Agreement, the parties agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    For
      all
      purposes of this Agreement the following terms have the meanings set forth
      in
      this Article I.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which commercial banks
      in
      the State of California are authorized or required by law or executive order
      to
      close.

     

    “Charter”
means
      the articles or certificate of incorporation or formation, statute,
      constitution, joint venture or partnership agreement, limited liability company
      agreement or articles or other organizational document of any Person other
      than
      an individual, each as from time to time amended or modified.

     

    “Closing”
has
      the
      meaning specified in Section 2.2.

     

    “Closing
      Date”
has
      the
      meaning specified in Section 2.2.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be converted or reclassified.


     

    “Company”
has
      the
      meaning specified in the introduction to this Agreement.

     

    “Debentures”
means
      an aggregate of $5 million in principal amount of 0% 30-month subordinated
      debentures in substantially the form set forth on Exhibit A-I issued to the
      respective Purchasers in the respective principal amounts set forth opposite
      each such Purchaser's name on the signature page hereto.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Person”
means
      an individual, partnership, corporation, limited liability company, association,
      trust, joint venture, unincorporated organization or other entity and any
      government, governmental department or agency or political subdivision
      thereof.

     

    “Purchased
      Securities”
means
      the Debentures and the Warrants.

     

    “Purchaser”
and
      “Purchasers”
has
      the
      meaning specified in introduction to this Agreement.

     

    “Registration
      Rights Agreement”
means
      that certain Registration Rights Agreement of even date herewith by and between
      the Company and the Purchasers, substantially in the form set forth on
Exhibit A-III.

     

    “Securities
      Act”
means
      the United States Securities Act of 1933, as amended.

     

    “Warrants”
means
      warrants to purchase shares of Common Stock in substantially the form set forth
      on Exhibit A-II issued to the respective Purchasers in the respective l amounts
      set forth opposite each such Purchaser's name on the signature page
      hereto.

     

    ARTICLE
      II

     

    SALE
      AND PURCHASE OF PURCHASED SECURITIES

     

    SECTION
      2.1.
      Investment
      Transactions.
      

     

    (a)
      Sale
      and Purchase of the Purchased Securities.
      For
      value received, and on the terms and subject to all of the conditions set forth
      herein, at the Closing, the Company shall issue and sell to the Purchasers,
      and
      the Purchasers shall purchase, the Purchased Securities in exchange for a
      payment to the Company at the Closing of FIVE MILLION DOLLARS ($5,000,000.00),
      less fees payable under Section 2.3..

     

    (b)
      Deliveries.
      At the
      Closing, the Company shall deliver to the Purchasers the following:

     

    (i) the
      Debentures, duly executed by the Company; and

     

    (ii) the
      Warrants duly executed by the Company;

     

    and
      the
      Purchasers shall deliver to the Company the aggregate sum of FIVE MILLION
      DOLLARS ($5,000,000.00) less fees payable under Section 2.3 by wire transfer
      in
      immediately available funds to an account designated by the Company to the
      Purchasers.

     

    SECTION
      2.2.
      Closing.
      The
      closing of the purchase and sale of Purchased Securities (the “Closing”)
      hereunder shall take place remotely by means of mail, facsimile and electronic
      mail (with originally executed documents to be exchanged immediately
      thereafter). The Closing shall be held on February 8, 2006 or on such other
      date
      as may be agreed to by the Purchasers and the Company (the “Closing
      Date”).
      At
      the Closing, (i) the Company shall issue, sell and deliver to each
      Purchaser the Purchased Securities to be issued to such Purchaser at such
      Closing by executing one or more Debentures and Warrants that in the aggregate
      represent such Purchased Securities, a copy of this Agreement and of the
      Registration Rights Agreement, sending a copy of the executed signature page
      of
      a copy of such Purchased Securities, this Agreement and the Registration Rights
      Agreement to each such Purchaser by facsimile at the number provided by such
      Purchaser for such purpose and placing executed copies of such executed
      Purchased Securities, this Agreement and the Registration Rights Agreement
      in
      the hands of a reputable private delivery service for delivery to such
      Purchaser, and (ii) each such Purchaser shall pay the aggregate purchase
      price therefor by instructing counsel to wire transfer immediately available
      funds to an account designated in writing by the Company, shall execute the
      signature page to this Agreement and the Registration Rights Agreement and
      send
      the same by facsimile to the Company at (858) 794-8811 in the United States
      of
      America and shall place such executed signature pages in the hands of a
      reputable private delivery service for delivery to the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      2.3. Attorneys Fees. The Purchasers and the Company acknowledge that the
      Purchasers' counsel will deduct, prior to forwarding the $5,000,000 to the
      Company pursuant to Section 2.1(b), outstanding fees to a maximum of
      $25,000.

    


    


    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    In
      order
      to induce the Purchasers to enter into this Agreement and to induce the
      Purchasers to purchase the Purchased Securities, the Company hereby represents
      and warrants, as of the date hereof and as each Closing Date, that:

     

    SECTION
      3.1.
      Organization
      and Good Standing.
      The
      Company is duly organized, validly existing and in good standing in its
      jurisdiction of organization and is duly qualified and authorized to do business
      in all other jurisdictions in which the nature of its business or property
      makes
      such qualification necessary. The Company has the power to own its properties
      and to carry on its business as now conducted and as proposed to be
      conducted.

     

    SECTION
      3.2.
      Authorization.
      The
      execution, delivery and performance by the Company of this Agreement, the
      Registration Rights Agreement, and the issuance and sale by the Company of
      the
      Purchased Securities hereunder: (a) are within the Company’s power and
      authority; (b) have been duly authorized by all necessary corporate and
      other proceedings; (c) has been duly executed and delivered by an
      authorized officer of the Company; and (d) do not and will not result in
      the creation of any lien upon any of the Company’s property or conflict with or
      result in any breach of any provision of the Company’s Charter, or any law,
      regulation, order, judgment, writ, injunction, license, permit, agreement or
      instrument to which the Company is subject.

     

    SECTION
      3.3.
      Enforceability.
      The
      execution and delivery by the Company of this Agreement, the Registration Rights
      Agreement, and the issuance and sale by the Company of the Purchased Securities
      hereunder, will result in legally binding obligations of the Company,
      enforceable against it in accordance with the respective terms and provisions
      hereof and thereof except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies, and (iii) to the extent the indemnification provisions
      contained in this Agreement and/or in the Registration Rights Agreement may
      be
      limited by applicable federal or state securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3.4.
      SEC
      Reports.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
      for the year preceding the date hereof (the foregoing reports, including the
      exhibits thereto, being collectively referred to herein as the “SEC
      Reports”).
      As of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the U.S. Securities Exchange Commission promulgated thereunder,
      and none of the SEC Reports, when filed, contained any untrue statement of
      a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      OF THE PURCHASERS 

     

    SECTION
      4.1.
      Investment
      Intent.
      Each
      Purchaser hereby represents, warrants and covenants to the Company that such
      Purchaser will acquire the Purchased Securities to be purchased by the Purchaser
      hereunder (and the securities received upon exercise or conversion thereof)
      for
      investment only for the Purchaser’s own account, not as a nominee or agent and
      not with a view to the sale or distribution of any part thereof. The Purchaser
      hereby agrees that it will not transfer the Purchased Securities or any
      securities received upon conversion or exercise thereof in a manner that will
      violate the Securities Act.

     

    SECTION
      4.2.
      Authorization.
      Each
      Purchaser hereby represents and warrants to the Company that each of this
      Agreement and the Registration Rights Agreement has been executed by a duly
      authorized Person on its behalf; and its execution, delivery and performance
      hereof have been duly authorized by all appropriate action and do not and will
      not conflict with or result in any breach of any provision of any law,
      regulation, order, judgment, writ, injunction, license, permit, agreement or
      instrument to which it is subject. 

     

    SECTION
      4.3.
      Enforceability.
      Each
      Purchaser hereby represents and warrants that the execution and delivery by
      it
      of this Agreement and the Registration Rights Agreement will result in legally
      binding obligations of it enforceable against it in accordance with the
      respective terms and provisions hereof and thereof except (i) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
      of
      general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies, and (iii) to the extent the
      indemnification provisions contained in the Registration Rights Agreement may
      be
      limited by applicable federal or state securities laws.

     

    SECTION
      4.4.
      Exemption.
      Each
      Purchaser understands that the Purchased Securities and any securities received
      upon exercise or conversion of the Purchased Securities are not registered
      under
      the Securities Act on the grounds that the sale provided for in this Agreement
      and the issuance of securities hereunder is exempt from registration under
      the
      Securities Act pursuant to section 4(2) thereof and Regulation S thereunder,
      and
      that the Company’s reliance on such exemptions is predicated on the Purchaser’s
      representations set forth herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      4.5.
      Experience.
      Each
      Purchaser represents that it has substantial experience in evaluating and
      investing in private placement transactions of securities in companies similar
      to the Company, is familiar with the risks associated with the business and
      operations of the Company, has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of its
      investment, and has the ability to bear the economic risks of its investment
      for
      an indefinite period of time, including the risk of a complete loss of the
      Purchaser’s investment in the Purchased Securities. The Purchaser represents
      that it has had, during the course of the transaction and prior to the purchase
      of the Purchased Securities, the opportunity to request information from and
      ask
      questions of the Company and its officers, employees and agents, concerning
      the
      Company, its assets, business and operations and to receive information and
      answers to such requests and questions.

     

    SECTION
      4.6.
      Restricted
      Securities.
      The
      Purchaser understands that the Purchased Securities and any securities received
      upon exercise or conversion thereof are “restricted securities” under the U.S.
      federal securities laws inasmuch as they are being acquired from the Company
      in
      a transaction not involving a public offering and that under such laws and
      applicable regulations the Purchased Securities and any securities received
      upon
      exercise or conversion thereof may be resold without registration under the
      Securities Act only in certain limited circumstances. The Purchaser acknowledges
      that the Purchased Securities and any securities received upon exercise or
      conversion thereof must be held indefinitely unless subsequently registered
      under the Securities Act and under applicable state securities laws or an
      exemption from such registration is available. The Purchaser acknowledges that
      each certificate representing the Purchased Securities or any securities
      issuable upon exercise or conversion thereof shall bear a legend substantially
      in the following form:

     

    “THE
      SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY
      NOT
      BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER
      SUCH
      ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE
      REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT
      FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS
      SOLD PURSUANT TO RULE 144 OF SUCH ACT.

     

    The
      foregoing legend shall be removed from the certificates representing any
      Purchased Securities, at the request of the holder thereof, at such time as
      (i) they become eligible for resale pursuant to an effective registration
      statement or Rule 144(k) under the Securities Act or (ii) the Company shall
      have received an opinion of counsel or other evidence reasonably acceptable
      to
      the Company to the effect that any transfer of the Purchased Securities
      represented by such certificates or the securities issued upon conversion or
      exercise thereof will not violate the Securities Act and applicable state
      securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      4.7.
      Further
      Limitations on Disposition.
      Without
      in any way limiting the representations set forth above, Purchaser will not
      to
      make any disposition of all or any portion of the Purchaser’s Purchased
      Securities and any securities received upon exercise or conversion thereof
      unless and until one of the following conditions have been
      satisfied:

     

    (i) There
      is
      then in effect a Registration Statement under the Securities Act covering the
      shares intended to be disposed of, and such disposition is made in accordance
      with such Registration Statement; or

     

    (ii) The
      Purchaser shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a reasonably detailed statement of the
      circumstances surrounding the proposed disposition, and if reasonably requested
      by the Company, the Purchaser shall have furnished the Company with an opinion
      of counsel, reasonably satisfactory to the Company to the effect that such
      disposition will not require registration under the Securities Act, or the
      Purchaser shall have otherwise sold such shares pursuant to Rule 144 under
      the Securities Act.

     

    SECTION
      4.8.
      Accredited
      Investor.
      Each
      Purchaser hereby represents and warrants that: 

     

    (i)
      such
      Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
      D
      promulgated under the Securities Act or 

     

    (ii)
      (A)
      such Purchaser (if a natural person) is NOT a resident of the United States
      of
      America or any State of the United States, or territory or possession of the
      United States, or the District of Columbia (collectively, the "USA")
      and is
      NOT purchasing or considering purchasing the Securities for the account or
      benefit of a resident of the USA, or (B) such Purchaser (if not a natural
      person) is NOT organized or incorporated under the laws of the United States
      of
      America or any State of the United States, or territory or possession of the
      United States, or the District of Columbia (collectively, the "USA"),
      and
      is NOT organized by a natural person resident in the USA, or by a partnership
      or
      corporation organized under the laws of the USA, or by any estate governed
      under
      USA law of which any executor or administrator is a resident or organized under
      the laws of the USA, or by any trust of which any trustee is a resident or
      organized under the laws of the USA. 

     

    SECTION
      4.9.
      Brokers
      or Finders.
      The
      Purchaser hereby represents that it has not taken any action that would result
      in the Company incurring any liability for brokerage or finders’ fees or agents’
commissions for any similar charges in connection with the transactions
      contemplated by this Agreement.

     

    SECTION
      4.10.
      Purchase
      for Own Account.
      The
      Purchased Securities acquired by each Purchaser, and any securities acquired
      upon exercise or conversion of the same, will be acquired by such Purchaser
      for
      such Purchaser's own account, not as a nominee or agent, and not with a view
      to
      or in connection with the sale or distribution of any part thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

     

    CONDITIONS
      TO THE PURCHASER’S OBLIGATIONS TO PURCHASE THE INITIAL OR REQUESTED
      SHARES

     

    The
      Purchaser’s obligation to purchase Purchased Securities pursuant to Section 2.1
      of this Agreement is subject to compliance by the Company with its agreements
      and representations herein contained, and to the satisfaction, on or prior
      to
      the applicable Closing Date, of the following conditions (except to the extent
      any such conditions may be waived in writing by a particular
      Purchaser):

     

    SECTION
      5.1.
      Representations
      and Warranties.
      The
      Company’s representations and warranties contained in Article III hereof shall
      be true and correct in all material respects on and as of the Closing Date
      with
      the same force and effect as though made on and as of the Closing Date and
      the
      Company shall have performed and complied with all conditions and agreements
      required to be performed or complied with by each of them prior to the
      Closing.

     

    SECTION
      5.2.
      Legality;
      Governmental and Other Authorizations.
      The
      purchase of the Purchased Securities to be acquired on such Closing Date by
      the
      Purchasers shall not be prohibited by any law or governmental order or
      regulation, and shall not subject the Purchasers to any penalty, special tax
      or
      other onerous condition. All necessary consents, approvals, licenses, permits,
      orders and authorizations of, or registrations, declarations and filings with,
      any governmental or administrative agency or of or with any other Person, with
      respect to any of the transactions contemplated by this Agreement shall have
      been duly obtained or made and shall be in full force and effect other than
      any
      applicable state securities law or blue sky filings. 

     

    ARTICLE
      VI

     

    CONDITIONS
      TO THE COMPANY’S OBLIGATIONS

     

    The
      Company’s obligation to sell and issue the Purchased Securities pursuant to this
      Agreement is subject to compliance by the Purchaser with the agreements herein
      contained, and to the satisfaction on or prior to the applicable Closing Date,
      of the following conditions:

     

    SECTION
      6.1.
      Representations.
      The
      representations made by the Purchasers in Article IV hereof shall be true and
      correct in all material respects on and as of the Closing Date with the same
      force and effect as though made on and as of the Closing Date.

     

    SECTION
      6.2.
      Legality;
      Governmental and Other Authorizations.
      The
      issuance and sale of the Purchased Securities by the Company at such Closing
      shall not be prohibited by any law or governmental order or regulation, and
      shall not subject the Company to any penalty, special tax, or other onerous
      condition. All necessary consents, approvals, licenses, permits, orders and
      authorizations of, or registrations, declarations and filings with, any
      governmental or administrative agency or of or with any other Person, with
      respect to any of the transactions contemplated by this Agreement shall have
      been duly obtained or made and shall be in full force and effect other than
      any
      applicable state securities law or blue sky filings.

     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    SECTION
      7.1.
      Notices.
      All
      demands, notices, requests, consents and other communications required or
      permitted under this Agreement shall be in writing and shall be personally
      delivered or sent by facsimile machine (with a confirmation copy sent by one
      of
      the other methods authorized in this Section), commercial (including FedEx)
      or
      U.S. Postal Service overnight delivery service, or, deposited with the U.S.
      Postal Service mailed first class, registered or certified mail, postage
      prepaid, as set forth below:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      to the
      Company, addressed to:

     

    David
      Saltman

    President
      and CEO

    Barnabus
      Energy, Inc.

    514
      Via
      De La Valle

    Suite
      200

    Solana
      Beach, CA 92075

    Fax: (858)
      794-8811

    


    with
      a
      copy to:

    


    Edwards
      Angell Palmer & Dodge LLP

    750
      Lexington Avenue

    New
      York,
      NY 10022

    Attention:  D.
      Roger Glenn

    Fax: (212) 308-4844

    


    If
      to
      Purchasers at the addresses set forth on the signature page hereto.

     

    Notices
      shall be deemed given upon the earlier to occur of (i) receipt by the party
      to
      whom such notice is directed; (ii) if sent by facsimile machine, on the day
      (other than a Saturday, Sunday or legal holiday in the jurisdiction to which
      such notice is directed) such notice is sent if sent (as evidenced by the
      facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after
      5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal
      holiday in the jurisdiction to which such notice is directed) after which such
      notice is sent; (iii) on the first business day (other than a Saturday, Sunday
      or legal holiday in the jurisdiction to which such notice is directed) following
      the day the same is deposited with the commercial carrier if sent by commercial
      overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday
      or legal holiday in the jurisdiction to which such notice is directed) following
      deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice
      duly given in accordance therewith may specify a different address for the
      giving of any notice hereunder.

     

    SECTION
      7.2.
      Amendments
      and Waivers, Joinder.
      Except
      as otherwise expressly provided herein, any term of this Agreement may be
      amended only with the written consent of the Company and the Purchaser. Any
      amendment or waiver effected in accordance with this Section shall be binding
      upon the Company and each holder of any Purchased Securities sold pursuant
      to
      this Agreement. 

     

    SECTION
      7.3.
      Waiver
      of Jury Trial.
      EACH
      OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY
      IN
      ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY
      OF
      THE RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
      THEREBY.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      7.4.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      deemed an original and all of which will constitute one and the same
      agreement.

     

    SECTION
      7.5.
      Entire
      Agreement.
      This
      Agreement and the other writings referred to herein or delivered pursuant hereto
      which form a part hereof contain the entire agreement and understanding of
      the
      parties hereto with respect to the subject matter hereof. This Agreement
      supersedes all prior and contemporaneous discussions, agreements and
      understandings related to said subject matter.

     

    SECTION
      7.6.
      Survival
      of Representations and Warranties, etc.
      All
      representations and warranties contained herein shall survive until 12 months
      from the date hereof.

     

    SECTION
      7.7.
      Assignment.
      All of
      the terms and provisions of this Agreement shall be binding upon and inure
      to
      the benefit of and be enforceable by the respective successors and assigns
      of
      the parties hereto, whether so expressed or not, and, in particular, shall
      inure
      to the benefit of and be enforceable by the holder or holders at the time of
      any
      of the Purchased Securities. 

     

    SECTION
      7.8.
      Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of Nevada, without regard
      to the conflicts of law provisions thereunder.

     

    SECTION
      7.9.
      Fees
      and Expenses of Counsel.
      At the
      Closing, the Company shall pay up to $25,000 of bona fide expenses, including
      legal fees, incurred by the Purchasers upon delivery by the Purchasers to the
      Company of appropriate and customary documentation thereof.

     

    [remainder
      of page intentionally left blank]

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF,
      this
      Agreement is executed and delivered as of the date first written above by the
      undersigned who hereby agrees to be bound by the terms and provisions set forth
      in the Agreement.

     

    
      	 	 	 
	 	BARNABUS
              ENERGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
              David Saltman
	 	Title:
              President and CEO 


    

     

     

     

    
      	 	 	 
	 	PURCHASERS
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
              Nadelson Internacional S.A.
	 	
              Address:  Karyna
                Condominium

                     San
                Jose, Costa
                Rica

               

               

               

              
                Fax
                  number: 

                Amount
                  of investment: $750,000

                Number
                  of Warrants: 336,323

              

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A-I

    


    


    Form
      of
      Debenture

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A-II

    


    Form
      of
      Warrant

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    EXHIBIT
      A-III

    


    Form
      of
      Registration Rights Agreement